Common use of Appointment of Sellers’ Representative Clause in Contracts

Appointment of Sellers’ Representative. (a) By the execution and delivery of this Agreement, each Seller hereby irrevocably constitutes and appoints Xxxxx X. Xxxxxxxxxxx as the initial true and lawful agent and attorneys-in-fact (the “Sellers’ Representative”) of the Sellers with full authority and power of substitution to act in the name, place and stead of such Sellers with respect to the consummation of the transactions contemplated hereunder. (b) Investor, and any other person, may conclusively and absolutely rely, without inquiry, upon any consent, approval or action of the Sellers’ Representative as the consent, approval or action, as the case may be, of each Seller individually and all Sellers as a group in all matters referred to herein, and each Seller confirms all that the Sellers’ Representative shall do or cause to be done by virtue of his or her appointment as the Sellers’ Representative. (c) Each Seller covenants and agrees that he or she will not voluntarily revoke the power of attorney conferred in this Section 12.04. If any Seller dies or becomes incapacitated, disabled or incompetent (such deceased, incapacitated, disabled or incompetent Seller being a “Former Seller”) and, as a result, the power of attorney conferred by this Section 12.04 is revoked by operation of law, it shall not be a breach by such Former Seller under this Agreement if the heirs, beneficiaries, estate, administrator, executor, guardian, conservator or other legal representative of such Former Seller (each a “Successor Seller”) confirms the appointment of the Sellers’ Representative as agent and attorneys-in-fact for such Successor Seller. (d) Each of the Sellers hereby consents and agrees to all actions or inactions taken or omitted to be taken in good faith by the Sellers’ Representative under this Agreement and hereby agrees to indemnify and hold harmless the Sellers’ Representative from and against all damages, losses, liabilities, charges, penalties, costs and expenses (including court costs and legal fees and expenses) incurred in any claim, action, dispute or proceeding between any such person or persons and the Sellers (or any of them) or between any such person or persons and any third party or otherwise incurred or suffered as a result of or arising out of such actions or inactions.

Appointment of Sellers’ Representative. (a) By Each of the execution and delivery Sellers by virtue of their approval of this Agreement, each Seller or in the case of Warrantholders, upon validly executing and delivering the Warrant Cancellation and Payment Acknowledgement, hereby irrevocably makes, constitutes and appoints Xxxxx X. Xxxxxxxxxxx as the initial Sellers’ Representative, with full power of substitution and resubstitution, its true and lawful agent and attorneysattorney-in-fact (the “Sellers’ Representative”) of the Sellers with full authority for him, her or it and power of substitution to act in the his, her or its name, place place, and stead of to sign, execute, and deliver any Transaction Documents (other than the Warrant Cancellation and Payment Acknowledgement) required to be executed by such Sellers with respect Seller pursuant to this Agreement or any other Transaction Document, to make and authorize amendments to, or waivers of, this Agreement or any other Transaction Documents (other than the Warrant Cancellation and Payment Acknowledgement), to make all decisions relating to the consummation determination of the transactions contemplated hereunder. (b) Investor, Adjusted Net Working Capital and to settle any indemnification claims made by Buyer or any other personIndemnitee pursuant to the terms of this Agreement or any other Transaction Document (other than the Warrant Cancellation and Payment Acknowledgement) (including disputes pursuant to Section 2.12), may conclusively hereby ratifying and absolutely rely, without inquiry, upon any consent, approval or action of the Sellers’ Representative as the consent, approval or action, as the case may be, of each Seller individually and all Sellers as a group in all matters referred to herein, and each Seller confirms confirming all that the Sellers’ Representative shall may do or cause to be done by virtue hereof and to make all determinations and elections hereunder and thereunder; provided, however, that Sellers’ Representative may not amend this Agreement or any other Transactions Document to (i) create any personal liability of his any Seller hereunder or her appointment as thereunder, (ii) to increase the maximum aggregate indemnification obligation of Sellers beyond the Indemnification Escrow Amount or (iii) take any action pursuant hereto that could disproportionately affect any Seller or group of Sellers without the prior consent of such affected Seller or group of Sellers. This power of attorney is a special power of attorney coupled with an interest and is irrevocable, and shall survive the Closing and death, disability, legal incapacity, bankruptcy, insolvency, dissolution, or cessation of existence of the applicable Seller. This power of attorney may be exercised by the Sellers’ Representative. Representative by listing the Sellers executing such Transaction Document (cother than the Warrant Cancellation and Payment Acknowledgement) Each Seller covenants and agrees that he or she will not voluntarily revoke with the power of attorney conferred in this Section 12.04. If any Seller dies or becomes incapacitated, disabled or incompetent (such deceased, incapacitated, disabled or incompetent Seller being a “Former Seller”) and, as a result, the power of attorney conferred by this Section 12.04 is revoked by operation of law, it shall not be a breach by such Former Seller under this Agreement if the heirs, beneficiaries, estate, administrator, executor, guardian, conservator or other legal representative of such Former Seller (each a “Successor Seller”) confirms the appointment single signature of the Sellers’ Representative acting as agent and attorneysattorney-in-fact for such Successor Sellers. Each Seller, or in the case of each Warrantholder, upon validly executing and delivering the Warrant Cancellation and Payment Acknowledgement, as the case may be, hereby forever releases and discharges the Sellers’ Representative from any and all liability which may arise in connection with the Sellers’ Representative’s performance hereunder in good faith and any acts or omissions which the Sellers’ Representative takes on behalf of the Sellers in accordance with the terms of this limited power of attorney. Sellers’ Representative shall provide Sellers with written notice of any amendments, waiver, or other material actions taken pursuant to this Section 5.8. (db) Each of the Sellers hereby consents and agrees Party shall be entitled to all actions rely exclusively upon any communication given or inactions other action taken or omitted to be taken in good faith by the Sellers’ Representative under on behalf of the Sellers pursuant to this Agreement or the other Transaction Documents, and hereby agrees to indemnify and hold harmless shall not be liable for any action taken or not taken in good faith reliance on a communication or other instruction from the Sellers’ Representative from and against all damages, losses, liabilities, charges, penalties, costs and expenses (including court costs and legal fees and expenses) incurred in any claim, action, dispute or proceeding between any such person or persons and the Sellers (or any of them) or between any such person or persons and any third party or otherwise incurred or suffered as a result of or arising out of such actions or inactionsRepresentative.

Appointment of Sellers’ Representative. (a) By Each of the execution and delivery of this Agreement, each Seller Sellers hereby irrevocably constitutes and appoints Xxxxx X. Xxxxxxxxxxx the Sellers' Representative as the initial its true and lawful agent and attorneysattorney-in-fact fact, to act as his, her or its representative under this Agreement and, as such, to act, as such Seller's agent (the “Sellers’ Representative”) of the Sellers with full authority and power of substitution substitution), to act in the name, place and stead of take such Sellers action on such Seller's behalf with respect to all matters relating to this Agreement and the consummation of the related documents and all transactions contemplated hereunderby this Agreement and the related documents. All actions taken on Sellers' behalf by the Sellers' Representative shall be binding and enforceable on and against Sellers and each of their respective beneficiaries, heirs, personal representatives, successors and assigns and Buyer shall be entitled to rely, and shall be fully protected in relying, upon any actions taken, or statements made, by the Sellers' Representative as the representative and agent of all of Sellers. (b) Investor, and any other person, may conclusively and absolutely rely, without inquiry, upon any consent, approval or action of The Sellers' Representative designated herein accepts the Sellers’ Representative as the consent, approval or action, as the case may be, of each Seller individually and all Sellers as a group in all matters referred to herein, and each Seller confirms all that the Sellers’ Representative shall do or cause to be done by virtue of his or her appointment as the initial Sellers’ ' Representative and the authorization set forth in this subsection. The Sellers' Representative shall not have any duties or responsibilities except those expressly set forth in this Agreement, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into the Agreement or shall otherwise exist against the Sellers' Representative. (c) Each Seller covenants The Sellers' Representative shall be entitled to rely, and agrees that he or she will not voluntarily revoke the power of attorney conferred shall be fully protected in this Section 12.04. If relying, upon any statements furnished to him by any Seller dies or becomes incapacitatedBuyer, disabled or incompetent (such deceasedany other evidence deemed by the Sellers' Representative to be reliable, incapacitated, disabled and the Sellers' Representative shall be entitled to act on the advice of counsel selected by him. The Sellers' Representative shall be fully justified in failing or incompetent Seller being a “Former Seller”) and, as a result, the power of attorney conferred by this Section 12.04 is revoked by operation of law, it shall not be a breach by such Former Seller refusing to take any action under this Agreement if the heirs, beneficiaries, estate, administrator, executor, guardian, conservator unless he has received such advice or other legal representative concurrence of such Former Seller (each a “Successor Seller”) confirms the appointment other Sellers as he deems appropriate or he has been expressly indemnified to his satisfaction by Sellers appointing him severally, according to their respective ownership percentages of the Shares, against any and all liability and expense that the Sellers’ ' Representative as agent and attorneys-in-fact for may incur by reason of taking or continuing to take any such Successor Selleraction. (d) Each of The Sellers' Representative shall be entitled to retain counsel and to incur such expenses as the Sellers hereby consents and agrees to all actions or inactions taken or omitted Sellers' Representative deems to be taken necessary or appropriate in good faith by connection with the Sellers’ Representative performance of their obligations under this Agreement Agreement, and hereby agrees to indemnify and hold harmless the Sellers’ Representative from and against all damages, losses, liabilities, charges, penalties, costs such fees and expenses (including court costs and legal reasonable attorneys' fees and expenses) incurred by the Sellers' Representative shall be borne by Sellers pro rata according to their respective ownership percentages of the Shares. (e) To the extent this Agreement provides that Sellers shall be jointly and severally liable to personally pay any cost, expense or other liability, Sellers shall share such payment ratably in any claimaccordance with their respective ownership percentages of the Shares, actionand shall reimburse each other as necessary to give effect to the intent of this provision. (f) The Sellers' Representative shall serve until the earlier of his resignation, dispute death or proceeding between any such person legal incapacity. Upon the resignation, death or persons and legal incapacity of the Sellers' Representative the Sellers holding a majority of the non-voting stock of the Company as of the date of this Agreement shall select a new Sellers' Representative who may resign, be removed or replaced in such a manner as the selecting Sellers agree. Each time a new Sellers' Representative is appointed pursuant to this Agreement, such Person shall accept such position in writing. (or any g) The selecting Sellers shall notify Buyer of them) or between any such person or persons and any third party or otherwise incurred or suffered each change of Sellers' Representative. Until Buyer receives the foregoing notice, it shall be entitled to assume that the prior Person acting as a result of or arising out of such actions or inactionsthe Sellers' Representative is still the duly authorized Sellers' Representative.

Appointment of Sellers’ Representative. Each Seller hereby appoints Raymond A. Frick, Jr. or, in the event Raymond A. Frick, Jr. dies, bexxxxx xxxxxxxx xx xx no longer able or xxxxxxx xx xxxxx xx xuch capacity, then John D. DePaul (athe "Sellers' Representative") By to act as his, her or xxx xxxxx xxx the execution purposes of: (i) delivering to Buyer his, her or its respective Company Shares; (ii) accepting from Buyer the payment of the immediately available funds portion of the Purchase Price and delivery distributing to each Seller his respective portion of such funds; (iii) receiving any notice required or desired to be given to Sellers by Buyer pursuant to this Agreement; (iv) changing the time, each Seller hereby irrevocably constitutes and appoints Xxxxx X. Xxxxxxxxxxx as the initial true and lawful agent and attorneys-in-fact (the “Sellers’ Representative”) date or place of the Closing; (v) granting any consent or waiver required or desired of Sellers with full authority by Buyer pursuant to this Agreement; (vi) amending this Agreement; (vii) terminating or agreeing to terminate this Agreement; (viii) authorizing the distribution to Buyer of all or any portion of the Escrow Fund; (ix) agreeing to, negotiating, entering into settlements and power compromises of, and agreeing to the payment to Buyer of substitution any amounts in respect of Damages for which Buyer is entitled to act in the namebe indemnified pursuant to Section 8 hereof; (x) agreeing, place negotiating, entering into settlements and stead of such Sellers compromises with respect to the consummation calculation of the transactions Estimated Purchase Price at Closing and to any post-Closing adjustment to the Purchase Price, all in accordance with Section 2 hereof; and (xi) executing all documents and delivering all documents contemplated hereunder. (b) Investorby this Agreement. Each Seller shall execute and have notarized a Power of Attorney to the Sellers' Representative, which Power shall be irrevocable and any other personcoupled with an interest for his appointment. A decision, may conclusively and absolutely relyact, without inquiry, upon any consent, approval consent or action instruction of the Sellers’ ' Representative as the consent, approval or action, as the case may be, of each Seller individually and authorized hereunder shall constitute a decision for all Sellers as a group in all matters referred to hereinand shall be final, binding and conclusive upon each Seller, and each Seller confirms all that the Sellers’ Representative shall do Buyer may rely upon any such decision, act, consent or cause to be done by virtue of his or her appointment as the Sellers’ Representative. (c) Each Seller covenants and agrees that he or she will not voluntarily revoke the power of attorney conferred in this Section 12.04. If any Seller dies or becomes incapacitated, disabled or incompetent (such deceased, incapacitated, disabled or incompetent Seller being a “Former Seller”) and, as a result, the power of attorney conferred by this Section 12.04 is revoked by operation of law, it shall not be a breach by such Former Seller under this Agreement if the heirs, beneficiaries, estate, administrator, executor, guardian, conservator or other legal representative of such Former Seller (each a “Successor Seller”) confirms the appointment instruction of the Sellers’ ' Representative as agent and attorneys-in-fact being the decision, act, consent or instruction of every such Seller. Buyer is hereby relieved from any liability to any person for any acts undertaken by Buyer in accordance with such Successor Seller. (d) Each of the Sellers hereby consents and agrees to all actions decision, act, consent or inactions taken or omitted to be taken in good faith by instruction from the Sellers’ Representative under this Agreement and hereby agrees to indemnify and hold harmless the Sellers’ Representative from and against all damages, losses, liabilities, charges, penalties, costs and expenses (including court costs and legal fees and expenses) incurred in any claim, action, dispute or proceeding between any such person or persons and the Sellers (or any of them) or between any such person or persons and any third party or otherwise incurred or suffered as a result of or arising out of such actions or inactions' Representative.

Appointment of Sellers’ Representative. (a) By the execution and delivery of this Agreement, each Each Seller hereby irrevocably constitutes and appoints Xxxxx X. Xxxxxxxxxxx ECP I as the initial such Sellers’ true and lawful agent and attorneysattorney-in-fact (and agent and authorizes the “Sellers’ Representative”) of the Sellers with full authority and power of substitution Representative to act for such Seller and in the such Seller’s name, place and stead of such Sellers with respect in any and all capacities under this Agreement, the Escrow Agreement and agreements contemplated hereby and to the consummation of the transactions contemplated hereunder. (b) Investor, do and any other person, may conclusively perform every act and absolutely rely, without inquiry, upon any consent, approval thing required or action of permitted to be done by the Sellers’ Representative as in connection with this Agreement and the consent, approval or action, as the case may be, of each agreements contemplated hereby. Each Seller individually and all Sellers as a group in all matters referred grants to herein, and each Seller confirms all that the Sellers’ Representative shall full power and authority to do and perform each and every act and thing necessary or desirable to be done by such Seller in connection with the transactions contemplated by this Agreement, the Escrow Agreement, and the agreements contemplated hereby, hereby ratifying and confirming all the Sellers’ Representative may lawfully do or cause to be done by virtue hereof. Each Seller acknowledges and agree that, by executing this Agreement and without any further action by such Seller, such Seller hereby ratifies and approves any execution and delivery by the Sellers’ Representative of his any waiver, amendment, agreement, opinion, certificate or her appointment as other document contemplated hereby or any other agreements contemplated hereby that are executed by the Sellers’ Representative. (c) Each , and such Seller covenants and agrees that he or she will not voluntarily revoke the power of attorney conferred in this Section 12.04. If any Seller dies or becomes incapacitated, disabled or incompetent (such deceased, incapacitated, disabled or incompetent Seller being a “Former Seller”) and, as a result, the power of attorney conferred by this Section 12.04 is revoked by operation of law, it shall not be a breach bound by such Former documents or action as fully as if such Seller under this Agreement if the heirs, beneficiaries, estate, administrator, executor, guardian, conservator or other legal representative of had executed and delivered such Former Seller (each a “Successor Seller”) confirms the appointment documents. All decisions of the Sellers’ Representative as agent shall be binding upon all Sellers, and attorneys-in-fact for such Successor Sellerno Seller shall have the right to object, dissent, protest or otherwise contest the same. (db) Each of the Sellers hereby consents and Seller agrees that Purchaser shall be entitled to all actions or inactions rely conclusively on any action taken or omitted to be taken in good faith by the Sellers’ Representative under this Agreement Representative, on behalf of the Sellers (each, an “Authorized Action”), without any obligation to inquire of the Sellers, and hereby agrees that each Authorized Action shall be binding on each Seller as fully as if such Seller had taken such Authorized Action. Each of the other Parties hereto is expressly authorized to indemnify and hold harmless rely on the genuineness of the signature of the Sellers’ Representative from and against all damagesand, lossesupon receipt of any writing which reasonably appears to have been signed by the Sellers’ Representative, liabilities, charges, penalties, costs and expenses (including court costs and legal fees and expenses) incurred in the other Parties hereto may act upon the same without any claim, action, dispute or proceeding between any such person or persons and further duty of inquiry as to the Sellers (or any genuineness of them) or between any such person or persons and any third party or otherwise incurred or suffered as a result of or arising out of such actions or inactionsthe writing.

Appointment of Sellers’ Representative. (a) By Each Seller does hereby irrevocably appoint the execution Sellers’ Representative as its true and delivery lawful attorney-in-fact and agent, with full power of substitution or re-substitution, to act on behalf of such Seller with respect to this Agreement and the Transaction Documents in accordance with the terms and provisions of this Agreement, each Seller hereby irrevocably constitutes and appoints Xxxxx X. Xxxxxxxxxxx as to take any and all actions and make any decisions required or permitted to be taken by the initial true and lawful agent and attorneys-in-fact (the “Sellers’ Representative”Representative pursuant to this Agreement or the Transaction Documents, including the power: (a) of the Sellers with full authority to give and power of substitution to act in the name, place receive notices and stead of such Sellers with respect to the consummation of the transactions contemplated hereunder.communications; (b) Investoragree to, negotiate, enter into settlements and compromises of, and comply with orders or otherwise handle any other matters described in Section 6.7; (c) execute and deliver all documents necessary or desirable to carry out the intent of this Agreement and the Transaction Documents; (d) make all elections or decisions contemplated by this Agreement and the Transaction Documents; (e) engage, employ or appoint any agents or representatives (including attorneys, accountants and consultants) to assist the Sellers’ Representative in complying with his duties and obligations; (f) to receive funds, make payments of funds and give receipts for funds; (g) to receive funds for the payment of expenses of Sellers and apply such funds in payment for such expenses; and (h) take all actions necessary or appropriate in the good faith judgment of the Sellers’ Representative for the accomplishment of the foregoing. Notwithstanding the above, in case any of the aforementioned actions need to be executed locally in the jurisdictions involved, the Sellers are obliged to grant the necessary documents, instruments and/or powers of attorney in accordance with the formalities and requirements established by the correspondent legislation. The appointment of the Sellers’ Representative to act on behalf of Sellers shall be deemed coupled with an interest and shall be irrevocable, and Buyer, Company and any other person, Person may conclusively and absolutely rely, without inquiry, upon any consent, approval or action of the Sellers’ Representative as the consent, approval or action, as the case may be, of each Seller individually and all Sellers as a group in all matters referred to herein. All notices required to be made or delivered by Buyer to Sellers shall be made to the Sellers’ Representative for the benefit of Sellers and shall discharge in full all notice requirements of Buyer to Sellers with respect thereto. The Sellers’ Representative shall act for Sellers on all of the matters set forth in this Agreement in the manner the Sellers’ Representative believes to be in the best interest of Sellers and consistent with the obligations of Sellers under this Agreement, and each Seller confirms all that but the Sellers’ Representative shall do not be responsible to Sellers for any Losses which Sellers may suffer by the performance of the Sellers’ Representative’s duties under this Agreement, other than Losses arising from Fraud in the performance of such duties under this Agreement. The Sellers’ Representative shall not have any duties or cause to responsibilities except those expressly set forth in this Agreement, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be done by virtue of his read into this Agreement or her appointment as shall otherwise exist against the Sellers’ Representative. (c) Each Seller covenants and agrees that he or she will not voluntarily revoke the power of attorney conferred in this Section 12.04. If any Seller dies or becomes incapacitated, disabled or incompetent (such deceased, incapacitated, disabled or incompetent Seller being a “Former Seller”) and, as a result, the power of attorney conferred by this Section 12.04 is revoked by operation of law, it shall not be a breach by such Former Seller under this Agreement if the heirs, beneficiaries, estate, administrator, executor, guardian, conservator or other legal representative of such Former Seller (each a “Successor Seller”) confirms the appointment of the Sellers’ Representative as agent and attorneys-in-fact for such Successor Seller. (d) Each of the Sellers hereby consents and agrees to all actions or inactions taken or omitted to be taken in good faith by the Sellers’ Representative under this Agreement and hereby agrees to indemnify and hold harmless the Sellers’ Representative from and against all damages, losses, liabilities, charges, penalties, costs and expenses (including court costs and legal fees and expenses) incurred in any claim, action, dispute or proceeding between any such person or persons and the Sellers (or any of them) or between any such person or persons and any third party or otherwise incurred or suffered as a result of or arising out of such actions or inactions.

Appointment of Sellers’ Representative. (a) By the execution and delivery of this Agreement, each Seller hereby Each Stockholder irrevocably constitutes and appoints Xxxxx X. Xxxxxxxxxxx Stockholders’ Representative as the initial such Stockholders’ true and lawful agent and attorneysattorney-in-fact (the “Sellersand agent and authorizes Stockholders’ Representative”) of the Sellers with full authority Representative acting for such Stockholder and power of substitution to act in the such Stockholder’s name, place and stead stead, in any and all capacities to do and perform every act and thing required or permitted to be done in connection with this Agreement, as fully to all intents and purposes as such Stockholder might or could do in person, including taking any and all action on behalf of such Sellers Stockholder from time to time as contemplated hereunder. Each Stockholder grants unto Stockholders’ Representative full power and authority to do and perform each and every act and thing necessary or desirable to be done in connection with respect to the consummation of the transactions contemplated hereunder. (b) Investorby this Agreement, as fully to all intents and any other purposes as such Stockholder might or could do in person, may conclusively hereby ratifying and absolutely rely, without inquiry, upon any consent, approval or action of the Sellersconfirming all Stockholders’ Representative as the consent, approval or action, as the case may be, of each Seller individually and all Sellers as a group in all matters referred to herein, and each Seller confirms all that the Sellers’ Representative shall lawfully do or cause to be done by virtue of his or her appointment as the Sellers’ Representative. (c) hereof. Each Seller covenants Stockholder acknowledges and agrees that he upon execution of this Agreement, upon any delivery by Stockholders’ Representative of any waiver, amendment, agreement, opinion, certificate or she will not voluntarily revoke other document executed by Stockholders’ Representative, such Stockholder shall be bound by such documents or action as fully as if such Stockholder had executed and delivered such documents. Upon the death, disability or incapacity of Stockholders’ Representative appointed pursuant to Section 10.1, each Stockholder acknowledges and agrees that Stockholders’ Representative’s executor, guardian or legal representative, as the case may be, shall appoint a replacement reasonably believed by such person as capable of carrying out the duties and performing the obligations of Stockholders’ Representative hereunder within [***] of such death, disability or incapacity. Each Stockholder agrees that Purchaser shall be entitled to rely on any action taken by Stockholders’ Representative, on behalf of Stockholders, pursuant to Section 10.1(a) (each, an “Authorized Action”), and that each Authorized Action shall be binding pro rata on each Stockholder as fully as if such Stockholder had taken such Authorized Action. Notwithstanding anything to the contrary in this Agreement or any other agreement, instrument or document related to the transactions contemplated in this Agreement, including agreements, instruments or documents entered into following the Closing (collectively, “Ancillary Agreements”), the Stockholders’ Representative shall only have the power or authority to act regarding matters pertaining to the Stockholders as a group and not individually, shall not have the power or authority to treat any particular Stockholder in a manner different from any other Stockholder (except as consistent with such Stockholder’s pro rata portions of attorney conferred the Closing Cash Consideration or as otherwise in accordance with this Agreement), and shall not have any power or authority to take any action (including without limitation by amending, modifying or waiving any provision of this Agreement or any other Ancillary Agreement or otherwise) or enter into any agreement that (i) adds to or results in an increase of any Stockholder’s indemnity or other obligations or liabilities under this Agreement or any Ancillary Agreement (including without limitation imposing joint or joint and several liability on the Stockholders or any change to the nature of the indemnity obligations or the limitations on the Stockholders’ liability), (ii) results in the amounts payable under this Agreement or an Ancillary Agreement to any Stockholder being distributed in any manner other than as specified pursuant to this Agreement or an Ancillary Agreement, (iii) alters the consideration payable to any Stockholder pursuant to this Agreement or an Ancillary Agreement (except in accordance with the contingencies, conditions and other provisions set forth in this Section 12.04Agreement), or (iv) binds any Stockholder to any obligations or restrictions applicable to such Stockholder beyond the subject matter of an indemnifiable claim, in each case without such Stockholder’s prior written approval (which the Stockholders’ Representative has no authority to give on behalf of such Stockholder). If any Seller dies or becomes incapacitated, disabled or incompetent (such deceased, incapacitated, disabled or incompetent Seller being a “Former Seller”) and, as a resultFor the avoidance of doubt, the power Stockholders’ Representative consenting to all or a portion of attorney conferred by an indemnification claim, or entering into a settlement agreement with respect thereto, in accordance with the procedures, limitations of liability and Stockholders’ Representative authority set forth in this Section 12.04 is revoked by operation Agreement (as of law, it the date of this Agreement and as amended in compliance the terms of this Agreement) shall not be a breach by such Former Seller under this Agreement if deemed to implicate or require the heirs, beneficiaries, estate, administrator, executor, guardian, conservator or other legal representative prior written approval of such Former Seller Stockholders pursuant to (each a “Successor Seller”i) confirms the appointment through (iii) of the Sellers’ Representative as agent and attorneys-in-fact for such Successor Sellerprevious sentence. (d) Each of the Sellers hereby consents and agrees to all actions or inactions taken or omitted to be taken in good faith by the Sellers’ Representative under this Agreement and hereby agrees to indemnify and hold harmless the Sellers’ Representative from and against all damages, losses, liabilities, charges, penalties, costs and expenses (including court costs and legal fees and expenses) incurred in any claim, action, dispute or proceeding between any such person or persons and the Sellers (or any of them) or between any such person or persons and any third party or otherwise incurred or suffered as a result of or arising out of such actions or inactions.

Appointment of Sellers’ Representative. (a) By the execution and delivery of this Agreement, each Each Seller Party hereby irrevocably constitutes appoints Xxxxxxxx as such Seller Party’s representative and appoints Xxxxx X. Xxxxxxxxxxx as the initial true and lawful agent and attorneysattorney-in-fact (the “Sellers’ Representative”) of the Sellers with full authority and power of substitution ), to act in such Seller Party’s behalf and with the namediscretionary authority to make any and all decisions contemplated by this Agreement, place including the authority to (i) agree to, execute, and stead deliver any amendment to this Agreement, (ii) give and receive notices and communications to or from Buyer relating to this Agreement, the Escrow Agreement, or any other Transaction Document or the Transactions; (iii) pursue claims against Buyer; (iv) defend or participate in the defense of any claims for indemnification pursuant to ARTICLE 8 in accordance with the indemnification procedures set forth therein; (v) authorize deliveries to Buyer of all or part of the Purchase Price Adjustment Escrow Fund and the Indemnification Escrow Fund in satisfaction of any claims under Section 1.5 or for indemnification pursuant to ARTICLE 8 or otherwise as contemplated by this Agreement; (vi) object to any claims for indemnification pursuant to ARTICLE 8; (vii) consent or agree to, negotiate, or enter into settlements and compromises, of, and comply with Orders with respect to, any claims for indemnification pursuant to ARTICLE 8; (viii) contest the Closing Working Capital and any claimed adjustment to the Purchase Price pursuant to Section 1.5; (ix) consent or agree to any waiver of any of its terms or conditions; (x) take all actions of Seller Parties and execute and deliver all consents, instruments, or others documents of Seller Parties as are required by this Agreement; (xi) receive service of process in connection with claims under this Agreement or the Escrow Agreement; and (xii) take all actions necessary or appropriate in the judgment of Sellers’ Representative for the accomplishment of the foregoing, in each case without having to seek or obtain the consent of any Seller Party under any circumstance. The foregoing power of attorney is coupled with an interest - 7 - and will be irrevocable. With respect to each Seller Party who is an individual, this power of attorney is not affected by any subsequent death, disability, or incapacity of such Sellers with respect to the consummation Seller Party. In all cases, regardless of the transactions contemplated hereundernature of such Seller Party, the foregoing power of attorney may be exercised by Sellers’ Representative either by signing separately as attorney-in-fact for each Seller Party or, after listing all Seller Parties executing an instrument, by a single signature of Sellers’ Representative acting as attorney-in-fact for all of the Seller Parties. Any notice or communication given or received by, and any decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of, the Sellers’ Representative shall constitute a notice or communication to or by, or a decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of all the Seller Parties and shall be final, binding and conclusive upon each such Seller Party and such Seller Party’s successors as if expressly confirmed and ratified in writing by such Seller Party; and each Buyer Indemnified Person shall be entitled to rely exclusively upon any such notice, communication, decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction as being a notice or communication to or by, or a decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of, each and every such Seller Party. Buyer, the other Buyer Indemnified Persons and the Escrow Agent are hereby relieved from any Liability to any Person for any acts done by them in accordance with such notice, communication, decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of the Sellers’ Representative. The provisions of this subsection (a) shall govern, notwithstanding any other provisions contained within this Agreement (including subsections (b) and (c) below). (b) Investor, and any other person, may conclusively and absolutely rely, without inquiry, upon any consent, approval or action of the Sellers’ Representative as the consent, approval or action, as the case may be, of each Seller individually and all Sellers as a group in all matters referred to herein, and each Seller confirms all that the Sellers’ Representative shall do not be liable to any of the Seller Parties for any act done or cause omitted hereunder as Sellers’ Representative while acting in good faith (and any act done or omitted pursuant to the advice of professional advisors (including attorneys and accountants) shall be done by virtue conclusive evidence of such good faith) and without gross negligence or willful misconduct. Seller Parties shall jointly and severally indemnify Sellers’ Representative and hold him harmless from and against any Damages incurred without gross negligence, willful misconduct, or bad faith on the part of Sellers’ Representative and arising out of or in connection with the acceptance or administration of his or her appointment as the duties hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by Sellers’ Representative. (c) Each of the Seller covenants Parties acknowledges and agrees that he or she will not voluntarily revoke the power of attorney conferred in this Section 12.04. If any Seller dies or becomes incapacitated, disabled or incompetent (such deceased, incapacitated, disabled or incompetent Seller being a “Former Seller”) and, as a result, the power of attorney conferred by this Section 12.04 is revoked by operation of law, it shall not be a breach by such Former Seller under this Agreement if the heirs, beneficiaries, estate, administrator, executor, guardian, conservator or other legal representative of such Former Seller (each a “Successor Seller”) confirms the appointment of the Sellers’ Representative as agent has not represented and attorneys-in-fact for such Successor Seller. (d) Each of shall not represent the Sellers hereby consents and agrees to all actions or inactions taken or omitted to be taken in good faith by the Sellers’ Representative under this Agreement and hereby agrees to indemnify and hold harmless the Sellers’ Representative from and against all damagesSeller Parties, losses, liabilities, charges, penalties, costs and expenses (including court costs and legal fees and expenses) incurred in any claim, action, dispute or proceeding between any such person or persons and the Sellers (or any of them) , in the negotiation or between any execution of this Agreement. Each of the Seller Parties represents and warrants to Sellers’ Representative that he/it has been advised to consult with his/its own legal, tax, and financial advisors prior to executing this Agreement, and that such person or persons and any third party or otherwise incurred or suffered as a result Seller Party is not relying upon advice from Sellers’ Representative in connection with such Seller Party’s decision to enter into this Agreement. The duties of or arising out of such actions or inactionsSellers’ Representative are limited to those specifically described in this Agreement.

Appointment of Sellers’ Representative. (a) By The Companies and the execution and delivery of this Agreement, each Seller Owners hereby irrevocably constitutes and appoints appoint Dr. Xxxxx X. Xxxxxxxxxxx Xxxxx as the initial true and lawful agent and attorneys-in-fact their representative (the “"Sellers’ ' Representative”) of the Sellers with "). The Sellers' Representative shall have full power and authority and power of substitution to act in the name, place and stead of such Sellers with respect take all actions necessary or permitted to the consummation of effectuate the transactions contemplated hereby, to undertake the defense or settlement of any claims for which any Company or Owner may be required to indemnify Purchaser, Doctor or any other party hereunder, or be indemnified by Purchaser or Doctor hereunder, to waive any or all of the conditions precedent set forth in ARTICLE IX on behalf of any of the Companies or the Owners, and to take all such other actions provided in this Agreement to be taken by the Sellers' Representative (and any other actions reasonably related or ancillary thereto), including the power to execute and deliver the Escrow Agreement, the closing certificates contemplated in ARTICLES VIII and X and such other documents as may be necessary for the foregoing purposes. (b) InvestorThe Companies and the Owners also irrevocably authorize the Sellers' Representative to be the recipient of any notice required to be given or made by Purchaser or Doctor to any of the Companies or Owners hereunder, and any other person, may conclusively and absolutely rely, without inquiry, upon any consent, approval or action notice received by the Sellers' Representative shall be deemed for all purposes to be received by all of the Sellers’ Representative as the consent, approval or action, as the case may be, of each Seller individually Companies and all Sellers as a group in all matters referred to herein, and each Seller confirms all that the Sellers’ Representative shall do or cause to be done by virtue of his or her appointment as the Sellers’ RepresentativeOwners. (c) Each Seller covenants All decisions and agrees that he actions by the Sellers' Representative, including any agreement between the Sellers' Representative and Purchaser or she will not voluntarily revoke the power Doctor relating to any defense or settlement of attorney conferred in this Section 12.04. If any Seller dies or becomes incapacitated, disabled or incompetent (such deceased, incapacitated, disabled or incompetent Seller being a “Former Seller”) and, as a result, the power of attorney conferred by this Section 12.04 is revoked by operation of law, it shall not be a breach by such Former Seller under this Agreement if the heirs, beneficiaries, estate, administrator, executor, guardian, conservator or other legal representative of such Former Seller (each a “Successor Seller”) confirms the appointment claims for which any of the Companies or any of the Owners may be required to indemnify Purchaser or Doctor hereunder, any decision, action or agreement to be made or taken hereunder or any other action provided herein to be taken by the Sellers’ ' Representative shall be binding upon all of the Companies and 9 the Owners, and none of the Companies or Owners shall have the right as agent between such Company or Owner and attorneys-in-fact for such Successor SellerPurchaser or Doctor to object, dissent, protest or otherwise contest the same. (d) Each The provisions of this SECTION 2.10 shall be binding upon the heirs, executors, administrators, personal representatives, successors and assigns of each of the Sellers hereby consents Companies and agrees the Owners. (e) The Companies and the Owners agree that the Sellers' Representative shall have no liability (whether direct or indirect, in contract, tort or otherwise) to all the Companies or Owners for or in connection with actions or inactions taken or omitted to be taken in good faith by the its capacity as Sellers’ Representative under this Agreement and hereby agrees to indemnify and hold harmless the Sellers’ Representative from and against all damages' Representative, losses, liabilities, charges, penalties, costs and expenses (including court costs and legal fees and expenses) incurred in any claim, action, dispute except for his gross negligence or proceeding between any such person or persons and the Sellers (or any of them) or between any such person or persons and any third party or otherwise incurred or suffered as a result of or arising out of such actions or inactionswillful misconduct.

Appointment of Sellers’ Representative. (a) By the execution and delivery of this Agreement, each Each Seller hereby irrevocably constitutes authorizes and appoints Xxxxx Rxxxxxx X. Xxxxxxxxxxx as the initial true and lawful agent and attorneys-in-fact Xxxxxxx (the “Sellers’ Representative”) of the Sellers with full authority as such Seller’s representative and power of substitution attorney-in-fact to act in the name, place and stead of such Sellers with respect to the consummation of the transactions capacity contemplated hereunder. (b) Investor, and any other person, may conclusively and absolutely rely, without inquiry, upon any consent, approval or action of by this Agreement. If the Sellers’ Representative or any successor shall resign, die or become unable to act as Sellers’ Representative, a replacement shall be promptly appointed by a writing signed by Sellers who hold a majority of the consentShares being sold hereby, approval or action, as the case may be, of each Seller individually and all Sellers as a group in all matters referred to herein, and each Seller confirms all that which replacement shall thereafter be the Sellers’ Representative shall do or cause to be done by virtue of his or her appointment with the same powers and duties as the previous Sellers’ Representative. (c) Each Seller covenants and agrees that he or she will not voluntarily revoke the power of attorney conferred in this Section 12.04. If any Seller dies or becomes incapacitated, disabled or incompetent (such deceased, incapacitated, disabled or incompetent Seller being a “Former Seller”) and, as a result, the power of attorney conferred by this Section 12.04 is revoked by operation of law, it Sellers’ Representative shall not be a breach by such Former liable to any Seller under or any other person for anything which he may do or refrain from doing in connection with this Agreement if except in the heirsevent of fraud, beneficiariesor willful misconduct by Sellers’ Representative. In connection with the exercise of his duties, estate, administrator, executor, guardian, conservator or other legal representative of such Former Seller (each a “Successor Seller”) confirms the appointment of the Sellers’ Representative as agent will be entitled to consult with and attorneys-in-fact for such Successor Seller. (d) Each of rely upon legal counsel and other professional advisors, with the Sellers hereby consents and agrees to all actions or inactions taken or omitted costs thereof to be allocated among the Sellers, and Sellers’ Representative will have no liability hereunder for actions taken in good faith by reliance upon the advice of such advisors. Sellers (other than Sellers’ Representative) shall, jointly and severally, indemnify Sellers’ Representative under this Agreement and hereby agrees to indemnify for, and hold him harmless the against, any Losses arising out of or in connection with his duties as Sellers’ Representative from and against all damages, losses, liabilities, charges, penalties, costs including the cost and expenses of defending himself against any Losses, except for Losses arising from the fraud or willful misconduct of Sellers’ Representative. LIME: Lime Energy Co. By. /s/ Jxxxxxx Xxxxxxx Jxxxxxx Xxxxxxx Executive Vice President and CFO SELLERS: For completion by Seller who is a natural person: Signature Print Name For completion by Seller who is not a natural person (including court costs trust, partnership, etc.): Print Name of Entity By: ­ ­ Print Name and legal fees Title B-16 Rxxxxxx X. Xxxxxxx c/o Wxxxxxx Xxxxx & Co. 200 Xxxx Xxxxx Xxxxxx Chicago, IL 60606-5312 952,846,582 2,023,847 Mxxxxxx X. Xxxxxx Revocable Trust Mxxxxxx Xxxxxx, Trustee 1000 Xxxxxx Xxxx, Xxxxx 000 Xxxxxxxxxx, XX 00000 62,052,200 131,799 Sxxxx X. Xxxxxxxxxx, M.D. 800 Xxxxxxx Xxxxxx Rockville, MD 20852-4113 10,260,840 21,795 Rxxxxxx X. Xxxxxxx c/o Wxxxxxx Xxxxx & Co. 200 Xxxx Xxxxx Xxxxxx Chicago, IL 60606-5312 6,666,666 14,160 Jxxxx X. Xxxxx c/o Wxxxxxx Xxxxx & Co. 200 Xxxx Xxxxx Xxxxxx Chicago, IL 60606-5312 6,666,666 14,160 Jxxx & Dxxxxx Xxxxx c/o Plaza Motors 10000 Xxxxx Xxxxxxxxx Xx. Xxxxx, XX 00000 3,333,333 7,080 Mxxxxxx Xxxxx c/o Wxxxxxx Xxxxx & Co. LLC 200 Xxxx Xxxxx Xxxxxx Chicago, IL 60606 3,333,333 7,080 Dxxxx X. Xxxxxxxxx Victory Park Capital 200 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, XX 00000 3,333,333 7,080 Cxxxxxxxxxx X. Xxxxx 200 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, XX 00000 2,666,667 5,665 Bxxxx Xxxxxxxxxx, M.D. 10 Xxxxxxxxx Xxxxxx Pawtucket, RI 02860-5715 2,585,384 5,492 Cxxxx Xxxxx 10 Xxxxxxxxx Xxxxxx Pawtucket, RI 02860-5715 2,765,555 5,875 Sxxxxx Xxxxx Xxxxxxxxxx 10 Xxxxxxxxx Xxxxxx Pawtucket, RI 02860-5715 3,911,325 8,308 Company stockholders shall receive 0.002124 share of Lime Common Stock in exchange for each share of Company Common Stock held by them, which number represents $0.008625 divided by $4.06, the closing price of Lime Stock on November 14, 2008. Schedules 3.2(b), 3.4, and expenses6.11 — which consist of schedules of ADVB outstanding options, warrants, and patent numbers — are omitted. Lime will furnish supplementally a copy of any omitted schedule to the Commission upon request. B-19 This Release Agreement (the “Release”) incurred in any claimis entered into as of November 18, action2008, dispute or proceeding by and between any such person or persons Lime Energy Co., a Delaware corporation (“Lime”) and the Sellers Advanced Biotherapy, Inc., a Delaware corporation (or any of them) or between any such person or persons and any third party or otherwise incurred or suffered as a result of or arising out of such actions or inactions“Company”).

Appointment of Sellers’ Representative. (a) By Each of the execution Sellers hereby designates Wenger & Vieli Ltd., Zurich as its representative and delivery of this Agreement, each Seller hereby irrevocably constitutes and appoints Xxxxx X. Xxxxxxxxxxx as the initial true and lawful agent and attorneys-in-fact (the “Sellers’ Representative”) to execute any and all instruments or other documents on behalf of the Sellers, and to do any and all other acts or things on behalf of the Sellers, which Sellers’ Representative may be required pursuant to this Agreement, the Escrow Agreements or otherwise, in connection with the consummation of the transactions contemplated hereby or in accordance with any instructions given by the Sellers that hold 80% of the outstanding Shares held by all Sellers as of the Closing (the “Qualifying Vote”). Each Seller hereby irrevocably appoints, and consents to the designation of Wenger & Vieli Ltd., Zurich its successor or its designee, to act as such Seller’s attorney in fact and agent, with full authority and power of substitution substitution, to act in the name, place and stead of such Sellers Seller with respect to the consummation matters identified herein or arising hereunder (but subject to the receipt of the transactions contemplated hereunder.Qualifying Vote in connection with each matter), including the power: (a) to act for such Seller with regard to matters pertaining to indemnification referred to in this Agreement; b) Investorto execute and deliver on behalf of such Seller all Transaction agreements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and any other person, may conclusively and absolutely rely, without inquiry, upon any consent, approval or action of the documents Sellers’ Representative as deems appropriate in connection with responding to, compromising or settling any claims made pursuant to this Agreement and the consent, approval or action, as the case may be, of each Seller individually Escrow Agreements; c) to give and receive all Sellers as a group in all matters referred to herein, notices and each Seller confirms all that the Sellers’ Representative shall do or cause communications to be done given or received under this Agreement and the Escrow Agreements and to receive service of process in connection with any claims under this Agreement and the Escrow Agreements; and d) to take all other actions which under this Agreement and the Escrow Agreements may be taken by virtue of his or her appointment as the Sellers’ Representative. (cb) Each Seller covenants and agrees that he The death or she will not voluntarily revoke the power incapacity of attorney conferred in this Section 12.04. If any Seller shall not terminate the agency and power granted hereby to Sellers’ Representative. In the event that the Sellers’ Representative resigns for any reason, the Sellers’ Representative shall select another representative to fill such vacancy. In the event that the Sellers’ Representative dies or becomes is otherwise incapacitated, disabled the Sellers that held a majority of the outstanding Shares held by all Sellers as of the Closing shall select another representative to fill such vacancy. Except as expressly provided herein, neither the Buyer nor after the Closing the Company shall be responsible for any fees or incompetent (such deceased, incapacitated, disabled or incompetent Seller being a “Former Seller”) and, as a result, the power of attorney conferred by this Section 12.04 is revoked by operation of law, it shall not be a breach by such Former Seller under this Agreement if the heirs, beneficiaries, estate, administrator, executor, guardian, conservator or other legal representative of such Former Seller (each a “Successor Seller”) confirms the appointment expenses of the Sellers’ Representative as agent and attorneys-in-fact for such Successor Seller. (d) Each of Representative. The Buyer shall be entitled to assume that any instructions or communications received by it from the Sellers hereby consents and agrees to all Sellers’ Representative, or actions or inactions taken or omitted to be taken in good faith by the Sellers’ Representative under this Agreement and hereby agrees to indemnify and hold harmless the Sellers’ Representative from and against all damages, losses, liabilities, charges, penalties, costs and expenses (including court costs and legal fees and expenses) incurred in any claim, action, dispute or proceeding between any such person or persons have been properly authorized by way of a Qualifying Vote and the Sellers (or Buyer shall be under no duty to enquire nor have any of them) or between any such person or persons and any third party or otherwise incurred or suffered as a result of or arising out of such actions or inactionsliability with respect thereto.

Appointment of Sellers’ Representative. Sellers hereby designate (aand OSIL and Newco hereby consent to such designation) By the execution and delivery of this Agreement, each Seller hereby irrevocably constitutes and appoints Xxxxx Wxxxx X. Xxxxxxxxxxx Xxxxxxx as the initial true and lawful agent and attorneys-in-fact (the “Sellers’ Representative”) Representative and authorizes Sellers’ Representative to execute any and all instruments or other documents on behalf of Sellers, and to do any and all other acts or things on behalf of Sellers, that the Sellers Sellers’ Representative may deem necessary or advisable, or that may be required pursuant to this Agreement or otherwise, in connection with full authority and power of substitution to act in the name, place and stead of such Sellers with respect to the consummation of the transactions contemplated hereunder. (b) Investorhereby and the performance of all obligations hereunder before, and any other person, may conclusively and absolutely rely, without inquiry, upon any consent, approval at or action following the Closing. Without limiting the generality of the Sellers’ Representative as the consentforegoing, approval or action, as the case may be, of each Seller individually and all Sellers as a group in all matters referred to herein, and each Seller confirms all that the Sellers’ Representative shall do have the full and exclusive authority to (i) agree with OSIL and Newco with respect to any matter or cause thing required or deemed necessary by Sellers’ Representative in connection with the provisions of this Agreement calling for the agreement of Sellers, give and receive notices on behalf of all Sellers, and act on behalf of Sellers in connection with any matter as to which Sellers are or may be done by virtue obligated under this Agreement or the Escrow Agreement, all in the absolute discretion of his or her appointment as the Sellers’ Representative. , (cii) Each Seller covenants in general, do all things and agrees that he perform all acts, including without limitation executing and delivering all agreements, certificates, receipts, consents, elections, instructions, instruments of transfer and other instruments or she will not voluntarily revoke the power of attorney conferred in this Section 12.04. If any Seller dies documents contemplated by, or becomes incapacitated, disabled or incompetent (such deceased, incapacitated, disabled or incompetent Seller being a “Former Seller”) and, as a result, the power of attorney conferred deemed by this Section 12.04 is revoked by operation of law, it shall not be a breach by such Former Seller under this Agreement if the heirs, beneficiaries, estate, administrator, executor, guardian, conservator or other legal representative of such Former Seller (each a “Successor Seller”) confirms the appointment of the Sellers’ Representative as agent to be necessary or advisable in connection with, this Agreement, and attorneys-in-fact for such Successor Seller. (diii) Each of the Sellers hereby consents and agrees to take all actions necessary or inactions desirable in connection with the defense or settlement of any indemnification claims pursuant to Part 10 and performance of obligations under Part 5, including to withhold funds for satisfaction of expenses or other liabilities or obligations or to withhold funds for potential indemnification claims made hereunder. Sellers shall cooperate with Sellers’ Representative and any accountants, attorneys or other agents whom he may retain to assist in carrying out his duties hereunder. All decisions by Sellers’ Representative shall be binding upon all Sellers, and no Seller shall have the right to object, dissent, protest or otherwise contest the same. Sellers’ Representative may communicate with any Seller or any other Person concerning his responsibilities hereunder, but he is not required to do so. Sellers’ Representative has a duty to serve in good faith the interests of Sellers and to perform his designated role under this Agreement, but Sellers’ Representative shall have no financial liability whatsoever to any Person relating to his service hereunder (including any action taken or omitted to be taken in good faith taken), except that he shall be liable for harm that he directly causes by the an act of willful misconduct. Sellers shall jointly and severally indemnify and hold harmless Sellers’ Representative against any loss, expense (including reasonable attorney’s fees) or other liability arising out of his service as Sellers’ Representative under this Agreement and hereby agrees to indemnify and hold harmless the Sellers’ Representative from and against all damagesAgreement, losses, liabilities, charges, penalties, costs and expenses (including court costs and legal fees and expenses) incurred in any claim, action, dispute or proceeding between any such person or persons and the Sellers (or any other than for harm directly caused by an act of them) or between any such person or persons and any third party or otherwise incurred or suffered as a result of or arising out of such actions or inactionswillful misconduct.

Appointment of Sellers’ Representative. (a) By The Sellers hereby appoint, as of the execution and delivery of this AgreementAgreement Date, each Seller hereby irrevocably constitutes and appoints Xxxxx X. Xxxxxxxxxxx Intervale Capital Fund, L.P. as the initial true representative of the Sellers as described in this Section 11.7 and lawful agent and attorneys-in-fact elsewhere in this Agreement (in such capacity, the “Sellers’ Representative”) ). The Sellers’ Representative is designated as the attorney-in-fact and agent for and on behalf of the Sellers with full authority each Seller and power of substitution to act in the nametheir respective heirs, place personal representatives, successors and stead of such Sellers assigns with respect to the consummation of post-Closing adjustments contemplated by ARTICLE III, claims for indemnification under this ARTICLE XI and the transactions contemplated hereunder. (b) Investor, and any other person, may conclusively and absolutely rely, without inquiry, upon any consent, approval or action of taking by the Sellers’ Representative as the consent, approval or action, as the case may be, of each Seller individually any and all Sellers as a group in all matters referred to herein, actions and each Seller confirms all that the Sellers’ Representative shall do making of any decisions required or cause to be done by virtue of his or her appointment as the Sellers’ Representative. (c) Each Seller covenants and agrees that he or she will not voluntarily revoke the power of attorney conferred in this Section 12.04. If any Seller dies or becomes incapacitated, disabled or incompetent (such deceased, incapacitated, disabled or incompetent Seller being a “Former Seller”) and, as a result, the power of attorney conferred by this Section 12.04 is revoked by operation of law, it shall not be a breach by such Former Seller under this Agreement if the heirs, beneficiaries, estate, administrator, executor, guardian, conservator or other legal representative of such Former Seller (each a “Successor Seller”) confirms the appointment of the Sellers’ Representative as agent and attorneys-in-fact for such Successor Seller. (d) Each of the Sellers hereby consents and agrees to all actions or inactions taken or omitted permitted to be taken in good faith by the Sellers’ Representative under this Agreement or the Escrow Agreement, including the exercise of the power to: (i) act as paying agent of the Sellers for purposes of receiving and distributing all amounts paid by Buyer to the Sellers under this Agreement, including the Closing Date Payment and any payments made pursuant to ARTICLE III, or disbursed by the Escrow Agent to the Sellers under the Escrow Agreement, (ii) authorize the release or delivery to Buyer of all or any portion of the Escrow Amounts in satisfaction of the obligations (if any) with respect to the post-Closing adjustments contemplated by ARTICLE III and indemnification claims by any Buyer Indemnified Person pursuant to this ARTICLE XI; (iii) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to, such indemnification claims; (iv) litigate, arbitrate, resolve, settle or compromise any claim for indemnification made pursuant to this ARTICLE XI; (v) withhold from any amounts otherwise payable to a Seller hereunder, or pursue and seek payment from a Seller of, any Damages arising out of or resulting from a breach of any representation or warranty that specifically relates to such Seller’s ownership of Company Common Stock or Company Options; (vi) seek and pursue any claims against third parties that any of the Sellers may have in respect of any Damages recovered by a Buyer Indemnified Person hereunder and (vii) take all actions necessary in the judgment of the Sellers’ Representative for the accomplishment of the foregoing. The Sellers’ Representative shall have authority and power to act on behalf of the Sellers with respect to the disposition, settlement or other handling of the adjustments contemplated by ARTICLE III and all claims under this ARTICLE XI and all rights or obligations arising under ARTICLE III and this ARTICLE XI or otherwise as contemplated by this Agreement. The Sellers shall be bound by all actions taken and documents executed by the Sellers’ Representative in connection with ARTICLE III and this ARTICLE XI, and Buyer shall be entitled to rely on any action or decision of the Sellers’ Representative. In performing the functions specified in this Agreement, the Sellers’ Representative may act upon any instrument or other writing believed by the Sellers’ Representative in good faith to be genuine and to be signed or presented by the proper Person and shall not be liable in connection with the performance of its duties pursuant to the provisions of this Agreement and the Escrow Agreement. The Sellers’ Representative shall be indemnified and held harmless by the Sellers (out of funds that otherwise are to be distributed from the Indemnity Escrow Fund to the Sellers, if any, upon termination of the Escrow Agreement or other amounts paid to the Sellers’ Representative on behalf of the Sellers pursuant to ARTICLE III, as described in this Section 11.7) from and against any loss, liability or expense incurred on the part of the Sellers’ Representative and arising out of or in connection with the acceptance or administration of its duties hereunder, except to the extent a loss, liability or expense arises from the bad faith, fraud or gross negligence of the Sellers’ Representative in the administration of its duties hereunder. Except to the extent of the bad faith, fraud or gross negligence of the Sellers’ Representative, each Seller hereby releases, waives and agrees not to indemnify xxx the Sellers’ Representative or any of its equityholders, officers, Affiliates, employees, agents or representatives for any and hold harmless all Damages, including, without limitation, statutory or common law rights of contribution or cost recovery, judgments or expenses which may now exist or which may hereafter arise in connection with the Company, any Company Subsidiary or any matter addressed by this Agreement or any Transaction Document. Any out-of-pocket costs and expenses incurred by the Sellers’ Representative in connection with actions taken by the Sellers’ Representative pursuant to the terms of ARTICLE III or this Section 11.7 or otherwise in connection with this Agreement, including the hiring of legal counsel and the incurring of legal fees and costs (“Representative Expenses”), shall be the responsibility of the Sellers. Without limiting the generality of the foregoing, the Sellers’ Representative shall have full power and authority to interpret all the terms and provisions of this Agreement and the Escrow Agreement, and to consent to any amendment hereof or thereof, on behalf of all the Sellers and their respective heirs, successors and assigns. (b) The Seller’s Representative shall keep the Sellers reasonably informed of any (i) post-Closing adjustments contemplated by ARTICLE III and indemnification claims by any Buyer Indemnified Person pursuant to this ARTICLE XI, including any suits, actions, arbitrations, settlements or compromises of, and orders of courts with respect to, such indemnification claims, and (ii) claims against third parties that the Sellers’ Representative becomes aware any of the Sellers may have in respect of any Damages recovered by a Buyer Indemnified Person hereunder. At the written request of any Seller, and to the extent not prohibited from doing so by Contract, Legal Requirement or order of a Governmental Entity, the Sellers’ Representative shall make available to such Seller copies of any pleadings, notices, demands, claims and similar written instruments with respect to any of the matters described in clauses (i) and (ii) above. (c) The Sellers hereby appoint the Sellers’ Representative the true and lawful attorney-in-fact of the Sellers, with full power in their name and on their behalf to act according to the terms of this Agreement and the Escrow Agreement, to reimburse themselves, to pay to the Sellers any amounts paid to the Sellers’ Representative from the Escrow Funds or other amounts paid to the Sellers’ Representative pursuant to ARTICLE III, and against in general to do all damagesthings and to perform all acts including executing and delivering the Escrow Agreement and any other agreements, lossescertificates, liabilitiesreceipts, chargesinstructions, penaltiesnotices or instruments contemplated by or deemed advisable in connection with the Escrow Agreement. This power of attorney is coupled with an interest and all authority hereby conferred is granted and shall be irrevocable and shall not be terminated or affected by subsequent disability or incapacity of any Seller or by any act of any Seller or by operation of law, costs whether by such person’s death (unless the Sellers’ Representative has actual knowledge of such person’s death), disability, protective supervision or any other event. Without limiting the foregoing, this power of attorney is to ensure the performance of a special obligation and, accordingly, each Seller shall be deemed to have waived and expenses renounced its, his or her right to renounce this power of attorney unilaterally any time before the six month anniversary following the termination of the Escrow Agreement. Each Seller shall be deemed to have waived any and all defenses that may be available to contest, negate or disaffirm the action of the Sellers’ Representative taken in good faith under this Agreement or the Escrow Agreement. Notwithstanding the power of attorney granted in this Section 11.7, no agreement, instrument, acknowledgement or other act or document shall be ineffective solely by reason of a Seller (including court costs instead of the Sellers’ Representative) having signed or given the same directly. (d) The provisions of this Section 11.7 shall in no way impose any obligations on Buyer. In particular, notwithstanding any notice received by Buyer to the contrary, Buyer shall be fully protected in relying upon and legal fees shall be entitled to rely upon, and expenses) incurred in any claim, action, dispute or proceeding between any such person or persons and shall have no liability to the Sellers (with respect to actions, decisions or any determinations of them) or between any such person or persons the Sellers’ Representative. Buyer shall be entitled to assume that all actions, decisions and any third party or otherwise incurred or suffered as a result determinations of or arising out of such actions or inactionsthe Sellers’ Representative are fully authorized.

Appointment of Sellers’ Representative. (a) By the execution and delivery of this Agreement, each Seller the Sellers hereby irrevocably constitutes and appoints Xxxxx X. Xxxxxxxxxxx unconditionally appoint Jxx Xxxxxxxx as the initial true and lawful agent and attorneysSellers’ Representative of all Sellers, as the attorney-in-fact (for and on behalf of each such Seller, and irrevocably agree that the “taking by the Sellers’ Representative”) Representative of any and all actions and the making of any decisions required or permitted to be taken by it or by a Seller under this Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respects, including without limitation the exercise of the power to (i) receive from Purchaser and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction Documents, (ii) agree to, negotiate, enter into settlements and compromises of and comply with full authority and power orders of substitution to act in the name, place and stead of such Sellers courts with respect to the consummation of the transactions contemplated hereunder. any indemnification claims or disputes, (biii) Investorresolve any indemnification claims or disputes, and any other person, may conclusively and absolutely rely, without inquiry, upon any consent, approval or action (iv) take all actions necessary in the judgment of the Sellers’ Representative as for the consentaccomplishment of the other terms, approval or action, as conditions and limitations of this Agreement and the case may be, of each Seller individually and all Sellers as a group in all matters referred to herein, and each Seller confirms all that the Transaction Documents. The Sellers’ Representative shall do or cause has authority and power to be done by virtue of his or her appointment as the Sellers’ Representative. (c) Each Seller covenants and agrees that he or she will not voluntarily revoke the power of attorney conferred in this Section 12.04. If any Seller dies or becomes incapacitated, disabled or incompetent (such deceased, incapacitated, disabled or incompetent Seller being a “Former Seller”) and, as a result, the power of attorney conferred by this Section 12.04 is revoked by operation of law, it shall not be a breach by such Former Seller under this Agreement if the heirs, beneficiaries, estate, administrator, executor, guardian, conservator or other legal representative of such Former Seller (each a “Successor Seller”) confirms the appointment of the Sellers’ Representative as agent and attorneys-in-fact for such Successor Seller. (d) Each act on behalf of the Sellers hereby consents with respect to this Agreement and agrees the other Transaction Documents and the disposition, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to all actions or inactions taken or omitted this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and any such actions taken in good faith by the Sellers’ Representative under in connection with this Agreement and hereby the other Transaction Documents to which the Sellers are a party, and Sellers and Purchaser shall only be required to acknowledge or act upon written communication signed by the Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to indemnify and hold harmless any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative from or its advisors for acting in such capacity with respect to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and against advisers of Sellers’ Representative for all damages, losses, liabilities, chargesreasonable costs or expenses, penaltiesincluding without limitation all reasonable fees, costs disbursements and expenses (including court costs and legal fees and expenses) other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any claim, monetary judgment obtained against the Sellers’ Representative in such action, dispute or proceeding between . The Sellers’ Representative may resign at any such person or persons and time upon 30 days written notice to the Sellers (or any of them) or between any such person or persons and any third party or otherwise incurred or suffered as a result of or arising out of such actions or inactionsSellers.

Appointment of Sellers’ Representative. 52 (a) By the execution and delivery of this Agreement, each of the Seller Parties hereby irrevocably constitutes and appoints Xxxxx X. Xxxxxxxxxxx the Sellers’ Representative as the initial its true and lawful agent and attorneysattorney-in-fact (the “Sellers’ Representative”) of the Sellers fact, which appointment is coupled with an interest, with full authority and power of substitution substitution, to act in the name, place and stead of such Sellers Seller Party with respect to all powers and rights set out in this Section 8.1 or in other provisions of this Agreement, including to do, and to execute on its behalf, the consummation following (except to the extent expressly provided to the contrary herein): (i) transfer and assign the Purchased Interests as permitted or required by this Agreement and execute and deliver such instruments of transfer or other documentation deemed necessary or desirable by the transactions contemplated hereunderSellers’ Representative to give effect to any such transfer; (ii) make amendments to this Agreement and the Ancillary Agreements, and amend or enter into any other documents the Sellers’ Representative determines are necessary or desirable to give effect to this Agreement and the Transaction; (iii) receive notices and any certificates and other agreements delivered hereunder from the Purchaser pursuant to this Agreement or any Ancillary Agreement; and (iv) exercise any other rights and powers and perform any obligations the applicable Seller Party may have under this Agreement or any Ancillary Agreement. (b) Investor, and any other person, may conclusively and absolutely rely, without inquiry, upon any consent, approval or action of the Sellers’ Representative as the consent, approval or action, as the case may be, of each Seller individually and all Sellers as a group in all matters referred to herein, and each Seller confirms all that the Sellers’ Representative shall do or cause to be done by virtue of his or her appointment as the The Sellers’ Representative, on behalf of the Seller Parties, is authorized to (i) take any and all actions (including, executing and delivering any certificates, notices, consents, or other documents contemplated by this Agreement, including the Ancillary Agreements), and make any and all determinations which may be required or permitted to be taken or made by the respective Seller Party under this Agreement, (ii) approve any amendment, supplement, restatement or replacement, waiver to or of this Agreement or any applicable Ancillary Agreement, (iii) exercise such other rights, power and authority as are authorized, delegated and granted to the respective Seller Party under this Agreement (including the waiver of any condition as set out herein), (iv) dispute or refrain from disputing any claim made by the Purchaser under this Agreement, (v) enforce any rights of the Seller Parties, (vi) negotiate and compromise any dispute under this Agreement on behalf of the Seller Parties, (vii) execute any settlement agreement, release or other document with respect to such dispute or remedy on behalf of the Seller Parties, (viii) execute, deliver and file all such further documents and instruments relating to this Agreement on behalf of the Seller Parties, and do all acts and things as may be necessary or desirable in connection therewith, (ix) receive and make payments, receive and send notices, give releases and discharges, and establish reserves or reserve accounts for post-Closing expenses and/or payments, and (x) exercise such rights, power and authority as are incidental to the foregoing. (c) Each Seller covenants and agrees that he or she will not voluntarily revoke Party shall act through the power of attorney conferred Sellers’ Representative, with respect to the matters for which the Seller Parties are to act as set out in this Section 12.04Agreement and none of the Seller Parties shall have the right to act independently with respect to any such matter or to institute any claim, now existing or hereafter arising, against the Purchaser with respect to this Agreement, any such right being irrevocably and exclusively vested in the Sellers’ Representative. If Notwithstanding any disagreement or dispute among the Seller dies Parties or becomes incapacitated, disabled or incompetent (such deceased, incapacitated, disabled or incompetent between any of the Seller being a “Former Seller”) and, as a resultParties and the Sellers’ Representative, the power of attorney conferred Purchaser shall be entitled to rely on any and all action taken by this Section 12.04 is revoked by operation of law, it shall not be a breach by such Former Seller under this Agreement if the heirs, beneficiaries, estate, administrator, executor, guardian, conservator or other legal representative of such Former Seller (each a “Successor Seller”) confirms the appointment of the Sellers’ Representative as agent without any liability to, or obligation to inquire of, any of the Seller Parties. In no event shall the Purchaser be held responsible or liable for the application or allocation of any monies paid to the Sellers’ Representative by the Purchaser, and attorneys-in-fact for such Successor Sellerthe Purchaser shall be entitled to rely upon any notice provided to the Purchaser by the Sellers’ Representative, or action taken by the Sellers’ Representative acting within the scope of its authority. (d) Each The Sellers’ Representative will be protected in acting and relying reasonably upon any written notice, direction, instruction, order, certificate, confirmation, request, waiver, consent, receipt, statutory declaration or other document furnished to the Sellers’ Representative and signed by any Seller Party in connection with this Agreement, not only as to their due execution and the validity and effectiveness of their provisions, but also as to the Sellers hereby consents truth and agrees to all actions or inactions taken or omitted to be taken accuracy of any information therein contained, which the Sellers’ Representative in good faith believes to be genuine. The Seller Parties shall, each, as a group, jointly (but not jointly and severally) indemnify and hold harmless the Sellers’ Representative against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Sellers’ Representative’s legal counsel) which, without fraud, negligence, recklessness, wilful misconduct or bad faith on the part of the Sellers’ Representative, may be paid, incurred or suffered by such Sellers’ Representative by reason or as a result of the performance by the Sellers’ Representative of its obligations set out in this Agreement. (e) In performing her duties hereunder, the Sellers’ Representative will exercise that degree of care, skill and diligence that a prudent person would exercise in the conduct of its own affairs. (f) The Seller Parties and the Sellers’ Representative, as applicable, agree that the Purchaser will have no liability with respect to any dispute or disagreement between any of the Seller Parties, or between any of the Seller Parties and the Sellers’ Representative, including with respect to any payments made or to be made pursuant to this Agreement, and the Seller Parties and the Sellers’ Representative agree to indemnify the Purchaser against all costs and expenses incurred by the Purchaser as a result of any such dispute or disagreement. (g) The Sellers’ Representative shall be entitled at any time and from time to time to reimbursement from the Seller Parties for any Sellers’ Representative’s expenses. (h) The power and authority of the Sellers’ Representative, as described in this Agreement, shall be effective until all rights and obligations of the Seller Parties under this Agreement have terminated, expired or been fully performed. The appointment of the power of attorney pursuant to Section 8.1(a) is coupled with an interest and is irrevocable and will not be terminated by any Seller or by operation of Law, whether by death or incapacity of any Seller or the occurrence of any other event, and any action taken by the Sellers’ Representative will be as valid as if such death, incapacity or other event had not occurred, regardless of whether or not any Seller Party or the Sellers’ Representative will have received any notice thereof. The power and authority granted to the Sellers’ Representative under this Section 8.1 shall not be amended or modified without the prior written consent of the Purchaser, which consent may be withheld in its discretion. (i) For greater certainty and without limitation, this Section 8.1 shall survive the Closing. (j) The Seller Parties represent and warrant to the Purchaser that, as of the Effective Date, Xxxxxxx Xxxxx Xxxxxxx is appointed as the Sellers’ Representative and has the authority to exercise the powers and perform the duties of the Sellers’ Representative under this Agreement and hereby agrees any Ancillary Agreement and shall continue to indemnify and hold harmless have such authority until notice to the contrary is provided to the Purchaser. The Sellers’ Representative shall serve in such capacity until such time as the Purchaser receives written notice of the Sellers’ Representative’s death, incompetence, resignation or removal by agreement of the Seller Parties representing a majority of the Pro Rata Share of Parsec (or a Seller’s respective executor, administrator or legal representative), in the case of such removal, subject to the consent of the Purchaser (not to be unreasonably withheld, conditioned or delayed). Following the removal of the Sellers’ Representative from and against all damagesfor any reason, losses, liabilities, charges, penalties, costs and expenses (including court costs and legal fees and expenses) incurred in any claim, action, dispute or proceeding between any such person or persons and the Sellers Seller Parties (or a Seller’s respective executor, administrator or legal representative) shall promptly appoint a successor Sellers’ Representative, subject to the consent of the Purchaser (not to be unreasonably withheld, conditioned or delayed), by written consent of the Seller Parties representing a majority of the Pro Rata Share of Parsec and promptly notify the Purchaser thereof in writing. (k) Notwithstanding anything to the contrary contained herein, any reference in this Agreement to actions, decisions or communications by any of them) the Seller Parties shall mean and refer exclusively to the actions, decisions or between communications of the Sellers’ Representative; provided that, this Section 8.1 shall in no way be deemed to limit or relieve any of the Seller Parties or their respective Affiliates from their covenants or obligations under this Agreement. All references in this Agreement to decisions and actions to be taken by the Purchaser and directed to the Seller Parties or any one of them shall be deemed directed to the Seller Parties or any one of them if such person decisions or persons and any third party or otherwise incurred or suffered as a result of or arising out of such actions or inactionsare directed by the Purchaser to the Sellers’ Representative.

Appointment of Sellers’ Representative. Each Seller and each Blocker Seller agrees as follows: (a) By the execution and delivery of this Agreement, each Seller hereby irrevocably constitutes and appoints Xxxxx X. Xxxxxxxxxxx The Sellers’ Representative is designated as the initial true and lawful agent and attorneysattorney-in-fact and agent for and on behalf of each Seller and each Blocker Seller and their respective heirs, successors and assigns with respect to (i) the “post-Closing adjustments contemplated by Sections 2.3 (Working Capital; Closing Date RMR) and 2.4 (Payment; Escrow; Payment Procedures), (ii) claims for indemnification under this Article IX (Indemnification; Tax Matters), (iii) determining whether the conditions to Closing in Article VI (Conditions Precedent to Obligations of Buyer) have been satisfied and supervising the Closing, including waiving any conditions, as determined by the Sellers’ Representative”Representative in its sole discretion, (iv) the registration rights pursuant to Section 5.22 (Registration Rights), and (v) the taking by the Sellers’ Representative of any and all actions and the making of any decisions required or permitted to be taken by or on behalf of any Seller and any Blocker Seller under this Agreement and the Escrow Agreement, including the exercise of the Sellers with full authority and power to: (A) authorize the release or delivery to Buyer of substitution to act all or any portion of (x) the Escrow Funds in satisfaction of the name, place and stead of such Sellers obligations (if any) with respect to the consummation post-Closing adjustments contemplated by Sections 2.3 (Working Capital; Closing Date RMR) and 2.4 (Payment; Escrow; Payment Procedures) and (y) the Fund Indemnity in satisfaction of the transactions contemplated hereunder. obligations (bif any) Investorwith respect to indemnification claims by Buyer pursuant to this Article IX (Indemnification; Tax Matters); (B) agree to, negotiate, enter into settlements and compromises of, and comply with Orders of courts with respect to, such indemnification claims; (C) litigate, resolve, settle or compromise any other personclaim for indemnification made pursuant to this Article IX (Indemnification; Tax Matters); (D) take any action that may be necessary or desirable, may conclusively as determined by the Sellers’ Representative, in its sole discretion, in connection with the termination of this Agreement in accordance with Article VIII (Termination); (E) accept notices on behalf of the Sellers and absolutely rely, without inquiry, upon any consent, approval or action the Blocker Sellers in accordance with Section 10.1 (Notices); and (F) take all actions necessary in the judgment of the Sellers’ Representative for the accomplishment of the foregoing. The Sellers’ Representative shall have no authority or power to act on behalf of the Sellers and the Blocker Sellers except as expressly provided in this Agreement. The Sellers and the consentBlocker Sellers shall be bound by all actions taken and documents executed by the Sellers’ Representative hereunder, approval or action, as the case may be, of each Seller individually including in connection with Sections 2.3 (Working Capital; Closing Date RMR) and all Sellers as a group in all matters referred to herein2.4 (Payment; Escrow; Payment Procedures) and this Article IX (Indemnification; Tax Matters), and each Seller confirms all that Buyer shall be entitled to rely on any action or decision of the Sellers’ Representative. In performing the functions specified in this Agreement, the Sellers’ Representative may act upon any instrument or other writing believed by the Sellers’ Representative in good faith to be genuine and to be signed or presented by the proper Person. Without limiting the generality of the foregoing, the Sellers’ Representative shall do have full power and authority to interpret all the terms and provisions of this Agreement and the Escrow Agreement, and to consent to any amendment hereof or cause thereof (solely to be done by virtue of his or her appointment as the Sellers’ Representative. extent such amendment (cI) Each Seller covenants and agrees that he or she will does not voluntarily revoke the power of attorney conferred in this Section 12.04. If treat any Seller dies or becomes incapacitatedBlocker Seller different than any other Seller or Blocker Seller, disabled (II) is consistent with this Agreement, (III) does not increase (1) the pro rata indemnification obligations of any Seller or incompetent Blocker Seller, (such deceased2) the Cap, incapacitated, disabled and (3) the limitations that PCP’s or incompetent Seller being a “Former Seller”) and, as a result, the power of attorney conferred by this Section 12.04 is revoked by operation of law, it BNY’s indemnification obligations hereunder shall not be a breach exceed the portion of the Purchase Price received by such Former Seller under this Agreement if hereunder, and (IV) does not provide for any amendments or other modifications to the representations, warranties or covenants of the Sellers or Blocker Sellers in a manner that adversely affects any Seller or Blocker Seller), on behalf of all the Sellers and their respective heirs, beneficiariessuccessors and assigns. Upon the request of any Seller or any Blocker Seller, estate, administrator, executor, guardian, conservator or other legal representative of such Former Seller (each a “Successor Seller”) confirms the appointment of the Sellers’ Representative shall keep such Seller or such Blocker Seller reasonably informed as agent and attorneys-in-fact for such Successor Seller. (d) Each to the status of the Sellers hereby consents and agrees to all any actions or inactions being taken or omitted to be taken in good faith by the Sellers’ Representative under this Agreement or the Escrow Agreement. (b) Each Seller and each Blocker Seller hereby agrees to indemnify appoints and hold harmless constitutes the Sellers’ Representative from the true and against all damageslawful attorney-in-fact of such Seller and such Blocker Seller, losses, liabilities, charges, penalties, costs with full power in their name and expenses (including court costs and legal fees and expenses) incurred in any claim, action, dispute or proceeding between any such person or persons on their behalf to act according to the terms of this Agreement and the Escrow Agreement and in general to do all things and to perform all acts including executing and delivering the Escrow Agreement any other agreements, certificates, receipts, instructions, notices or instruments contemplated by or deemed advisable in connection with the Escrow Agreement; provided, that, the foregoing shall not entitle the Sellers’ Representative to execute any non-solicitation, non-competition or similar restrictive covenant on behalf of any Seller or any Blocker Seller without the consent of such Seller or such Blocker Seller. This power of attorney and all authority hereby conferred is granted and shall be irrevocable and shall not be terminated by any act of any Seller or any Blocker Seller, by operation of law, whether by such person’s death, disability, protective supervision or any other event. Without limiting the foregoing, this power of attorney is to ensure the performance of a special obligation and, accordingly, each Seller and each Blocker Seller shall be deemed to have waived and renounced its, his or her right to renounce this power of attorney unilaterally any time before the expiration of the longest survival period provided by Section 9.6 (Survival of Covenants, Representations and Warranties) (as the same may be extended until any applicable Claim has been fully and finally resolved). Subject to Section 9.7(d), Each Seller and each Blocker Seller shall be deemed to have waived any and all defenses that may be available to contest, negate or disaffirm the action of the Sellers’ Representative taken in good faith under this Agreement or the Escrow Agreement. Notwithstanding the power of attorney granted in this Section 9.7 (Appointment of Sellers’ Representative), no agreement, instrument, acknowledgement or other act or document shall be ineffective as to any Seller or any Blocker Seller solely by reason of such Seller or such Blocker Seller (instead of the Sellers’ Representative) having signed or given the same directly. (c) At the Closing, Ascent will issue and deliver the Ascent Shares to the Sellers’ Representative (for the benefit of the Sellers and the Blocker Sellers). The Sellers’ Representative shall hold the Ascent Shares for the benefit of the Sellers and the Blocker Sellers. For the avoidance of doubt, the Sellers’ Representative shall hold such Ascent Shares merely for convenience and ease of administration, but the Sellers and the Blocker Sellers (pro rata based on the percentage of the Purchase Price paid to the Sellers and the Blocker Sellers at the Closing) shall be the owners of such Ascent Shares. Subject to the lock-up provisions set forth in Section 5.23 (Lock-Up), the Sellers’ Representative shall have the right, at any time and from time to time, to sell such number of Ascent Shares as it shall determine and the proceeds from each such sale shall be distributed to the Sellers and the Blocker Sellers on a pro rata basis (based on the percentage of the Purchase Price paid to the Sellers and the Blocker Sellers at the Closing). Each Seller and Blocker Seller further acknowledges and agrees that the Sellers’ Representative shall use its reasonable judgment with respect to the timing and manner of disposition of the Ascent Shares and the Sellers’ Representative does not guarantee any outcome with respect thereto. (d) Except for fraud on its part, willful misconduct on its part or a breach of this Agreement or the Seller-Blocker Agreement by the Sellers’ Representative, the Sellers’ Representative shall have no Liability to any other Seller or any Blocker Seller under this Agreement, the Seller-Blocker Seller Agreement or any other documents related to the Transactions for any action or omission by the Sellers’ Representative on behalf of them) or between any such person or persons and any third party or otherwise incurred or suffered as a result of or arising out of such actions or inactionsthe other Sellers and/or the Blocker Sellers.

Appointment of Sellers’ Representative. (a) By Each of the execution Sellers does hereby (i) make, constitute and delivery of this Agreement, each Seller hereby irrevocably constitutes and appoints Xxxxx X. Xxxxxxxxxxx appoint Izurium as the initial true and lawful agent and attorneys-in-fact Sellers’ Representative (the “Sellers’ Representative”) of the Sellers with full authority and power of substitution ), as his, her or its agent, to act in the his, her or its name, place and stead stead, as such Seller’s attorney-in-fact to act on behalf of such Sellers Seller with respect to all matters contemplated by this Agreement and any other documents and agreements contemplated by this Agreement (including any amendments or waivers to this Agreement), including, (A) to execute and deliver all documents necessary or desirable to carry out the consummation intent of this Agreement and any other documents and agreements contemplated by this Agreement (including any amendments or waivers to this Agreement), (B) to make all elections or decisions contemplated by this Agreement and any other agreements contemplated by this Agreement, and (C) to give and receive on behalf of the transactions contemplated Sellers any and all notices from or to any Seller or the Sellers hereunder, and (ii) give and grant unto the Sellers’ Representative the power and authority to (A) do and perform each such act and thing whatsoever that the Sellers may or are required to do pursuant to this Agreement and all other documents and agreements executed and delivered by the Sellers in connection with this Agreement, and (B) amend, modify or supplement any of the foregoing in each such Seller’s name, place and stead, as if such Seller had personally done such act, and Izurium as the Sellers’ Representative hereby accepts such appointment. The death, incapacity, dissolution, liquidation, insolvency or bankruptcy of any Seller shall not terminate such appointment or the authority and agency of the Sellers’ Representative. The power-of-attorney granted in this Section 6.10(a) is coupled with an interest and is irrevocable. (b) InvestorThe Sellers’ Representative shall not be liable for any act done or omitted under this Agreement in its capacity as the Sellers’ Representative unless such act or omission is found to be grossly negligent or as a result of willful misconduct. The Sellers’ Representative shall be entitled to rely, and shall be fully protected in relying, upon any statements furnished to it by any Seller, Buyer, Buyer Sub, any third party or any other evidence deemed by the Sellers’ Representative to be reliable, and the Sellers’ Representative shall be entitled to act on the advice of counsel selected by it. The Sellers’ Representative shall be fully justified in failing or refusing to take any action under this Agreement or any related document or agreement unless it shall have received such advice or concurrence of such Sellers as it deems appropriate or it shall have been expressly indemnified to its satisfaction by the Sellers appointing it, severally according to their respective Consideration received, against any and all liability and expense that the Sellers’ Representative may incur by reason of taking or continuing to take any such action. (c) The Sellers’ Representative shall be entitled to retain counsel and to incur such expenses as the Sellers’ Representative deems to be necessary or appropriate in connection with its performance of its obligations under this Agreement (including engaging an affiliated or third party trust or escrow service to assist in the administrative tasks required to be performed by the Sellers’ Representative hereunder), and, except as otherwise set forth in this Agreement, all such fees and expenses (including reasonable attorneys’ fees and expenses, reasonable fees and expenses of any trust or escrow service and any other personamounts in connection with the initiation, defense and/or settlement of claims for indemnification) incurred by the Sellers’ Representative shall be borne by the Sellers pro rata according to their respective Consideration received hereto. (d) The Sellers hereby agree to indemnify the Sellers’ Representative (in its capacity as such) ratably according to the Consideration received by the Sellers, and to hold the Sellers’ Representative (in its capacity as such) harmless from, any and all losses of whatever kind which may conclusively at any time be imposed upon, incurred by or asserted against the Sellers’ Representative in such capacity in any way relating to or arising out of its action or failures to take action pursuant to this Agreement or any related document or agreement or in connection herewith or therewith in such capacity. The agreements in this Section 6.10(d) shall survive termination of this Agreement. (e) Izurium shall serve as the Sellers’ Representative until its resignation. Upon the resignation of Izurium, the Sellers who represent a majority of the total Consideration shall select a new Sellers’ Representative. Each time a new Sellers’ Representative is appointed pursuant to this Agreement, such Person, as a condition precedent to the effectiveness of such appointment, shall accept such position in writing. (f) Buyer and absolutely relyBuyer Sub and their Affiliates shall be entitled to rely upon, without inquiryand shall be fully protected in relying upon, upon any consent, approval or action the power and authority of the Sellers’ Representative as without independent investigation. Buyer and Buyer Sub and their respective Affiliates shall have no liability whatsoever to the consent, approval Sellers or action, as the case may be, any other constituencies for any acts or omissions of each Seller individually and all Sellers as a group in all matters referred to herein, and each Seller confirms all that the Sellers’ Representative shall do Representative, or cause to be done any acts or omissions taken or not taken by virtue Buyer, Buyer Sub or any other Persons at the direction of his or her appointment as the Sellers’ Representative. (c) Each Seller covenants and agrees that he or she will not voluntarily revoke the power of attorney conferred in this Section 12.04. If any Seller dies or becomes incapacitated, disabled or incompetent (such deceased, incapacitated, disabled or incompetent Seller being a “Former Seller”) and, as a result, the power of attorney conferred by this Section 12.04 is revoked by operation of law, it shall not be a breach by such Former Seller under this Agreement if the heirs, beneficiaries, estate, administrator, executor, guardian, conservator or other legal representative of such Former Seller (each a “Successor Seller”) confirms the appointment of the Sellers’ Representative as agent and attorneys-in-fact for such Successor Seller. (d) Each of the Sellers hereby consents and agrees to all actions or inactions taken or omitted to be taken in good faith by the Sellers’ Representative under this Agreement and hereby agrees to indemnify and hold harmless the Sellers’ Representative from and against all damages, losses, liabilities, charges, penalties, costs and expenses (including court costs and legal fees and expenses) incurred in any claim, action, dispute or proceeding between any such person or persons and the Sellers (or any of them) or between any such person or persons and any third party or otherwise incurred or suffered as a result of or arising out of such actions or inactions.

Appointment of Sellers’ Representative. (a) By the execution and delivery of this Agreement, each Seller hereby irrevocably makes, constitutes and appoints Xxxxx Xxxxxx X. Xxxxxxxxxxx Xxxxxxx as the initial his exclusive agent and true and lawful agent and attorneysattorney-in-fact (the “Sellers’ Representative”) of the Sellers with full authority and power of substitution to act in the namedo any and all things and execute any and all documents which may be necessary, place and stead of such Sellers with respect convenient or appropriate to facilitate the consummation of the transactions contemplated by this Agreement and the Purchase Agreement, including but not limited to: (i) make all decisions relating to the determination of the Actual Closing Date Working Capital Amount; (ii) make all decisions relating to the distribution of any amounts payable or distributable to Seller hereunder; (iii) execution and delivery, on behalf of Seller, of the Escrow Agreement and any other document required by this Agreement or the Purchase Agreement; (iv) receipt of payments hereunder and under the Escrow Agreement and the disbursement thereof to Seller and others; (v) receipt and forwarding of notices and communications pursuant to this Agreement, the Purchase Agreement and the Escrow Agreement; (vi) administration of this Agreement, the Purchase Agreement and the Escrow Agreement, including the resolution of any dispute or claim; (vii) the resolution, settlement, or compromise of any claim for indemnification asserted against Seller pursuant to Section 3.1(a); (viii) asserting, on behalf of Seller, claims for indemnification under Section 3.1(b) and resolving, settling or compromising all such claims; and (ix) take all actions necessary or appropriate in the judgment of the Sellers’ Representative for the accomplishment of the foregoing, in each case without having to seek or obtain the consent of Seller or other Person under any circumstance. (b) Investor, Buyer and any other person, may conclusively and absolutely rely, without inquiry, upon any consent, approval or action of the Sellers’ Representative as the consent, approval or action, as the case may be, of each Seller individually and all Sellers as a group Escrow Agent shall be fully protected in all matters referred to herein, and each Seller confirms all that the Sellers’ Representative shall do or cause to be done by virtue of his or her appointment as the Sellers’ Representative. (c) Each Seller covenants and agrees that he or she will not voluntarily revoke the power of attorney conferred in this Section 12.04. If any Seller dies or becomes incapacitated, disabled or incompetent (such deceased, incapacitated, disabled or incompetent Seller being a “Former Seller”) and, as a result, the power of attorney conferred by this Section 12.04 is revoked by operation of law, it shall not be a breach by such Former Seller under this Agreement if the heirs, beneficiaries, estate, administrator, executor, guardian, conservator or other legal representative of such Former Seller (each a “Successor Seller”) confirms the appointment of the Sellers’ Representative as agent and attorneys-in-fact for such Successor Seller. (d) Each of the Sellers hereby consents and agrees to all actions or inactions taken or omitted to be taken in good faith by dealing with the Sellers’ Representative under this Agreement and may rely upon the authority of the Sellers’ Representative to act as agent of Seller. Any payment by Buyer to the Sellers’ Representative (for the benefit of Seller) under this Agreement shall be considered a payment by Buyer to Seller. The appointment of the Sellers’ Representative is coupled with an interest and shall be irrevocable by Seller in any manner and for any reason. This power of attorney shall not be affected by the disability or incapacity of the principal pursuant to any applicable law. (c) The Sellers’ Representative acknowledges that the Sellers’ Representative has carefully read and understands this Agreement, hereby accepts such appointment and designation, and represents that he will act in his capacity as Sellers’ Representative in strict compliance with and conformance to the provisions of this Agreement. (d) Seller agrees that in the event Xx. Xxxxxxx or his successor refuses to indemnify serve, or is no longer capable of serving, as the Sellers’ Representative, another person shall be appointed to serve as the Sellers’ Representative by a vote of the owners who held a majority of the outstanding ownership interests of the GMT Subsidiary prior to the Closing. Seller agrees that Xx. Xxxxxxx or his successor may be removed from serving as the Sellers’ Representative by a vote of the owners who held a majority of the outstanding ownership interests of the GMT Subsidiary prior to the Closing. (e) Under no circumstances shall the Sellers’ Representative have any liability, under any fiduciary theory or otherwise, to Seller for any act or omission to act of the Sellers’ Representative in such capacity, unless Seller is able to prove that the Sellers’ Representative was guilty of gross negligence or willful malfeasance. Seller shall, severally but not jointly and on a pro rata basis with the other owners of the GMT Subsidiary prior to the Closing, indemnify, save and hold harmless the Sellers’ Representative from and against any and all damagescosts, losses, liabilities, chargesobligations, penaltiesDamages, costs and expenses (including court costs and legal fees law suits, deficiencies, claims, demands and expenses) , including, without limitation, attorneys’ fees incurred in any claimconnection with, action, dispute or proceeding between any such person or persons and the Sellers (or any of them) or between any such person or persons and any third party or otherwise incurred or suffered as a result of or arising out of, resulting from, or incident to any act or omission to act of such actions the Sellers’ Representative in his capacity as such, except to the extent caused by the willful misconduct, gross negligence or inactionsbad faith of the Sellers’ Representative.

Appointment of Sellers’ Representative. (a) By the execution and delivery of this Agreement, each Each Seller hereby irrevocably constitutes and appoints Xxxxx X. Xxxxxxxxxxx Xxxxxxx as the initial true sole and lawful agent exclusive agent, proxy and attorneys-in-fact (the “Sellers’ Representative”) of the Sellers with full authority and power of substitution to act in the name, place and stead of such Sellers with respect to the consummation of the transactions contemplated hereunder. (b) Investor, and any other person, may conclusively and absolutely rely, without inquiry, upon any consent, approval or action of the Sellers’ Representative as the consent, approval or action, as the case may be, of each Seller individually and all Sellers as a group in all matters referred to herein, and each Seller confirms all that the Sellers’ Representative shall do or cause to be done by virtue of his or her appointment as the Sellers’ Representative. (c) Each Seller covenants and agrees that he or she will not voluntarily revoke the power of attorney conferred in this Section 12.04. If any Seller dies or becomes incapacitated, disabled or incompetent (such deceased, incapacitated, disabled or incompetent Seller being a “Former Seller”) and, as a result, the power of attorney conferred by this Section 12.04 is revoked by operation of law, it shall not be a breach by such Former Seller under this Agreement if the heirs, beneficiaries, estate, administrator, executor, guardian, conservator or other legal representative of such Former Seller (each a “Successor Seller”) confirms the appointment of the Sellers’ Representative as agent and attorneysattorney-in-fact for such Successor Seller for all purposes of this Agreement and all transactions, documents and other agreements contemplated herein, with full and exclusive power and authority to act on such Person’s behalf as Sellers’ Representative. The appointment of Sellers’ Representative hereunder is coupled with an interest, shall be irrevocable and shall not be affected by the death, incapacity, insolvency, bankruptcy, illness or other inability to act of any Seller.. Without limiting the generality of the foregoing, Sellers’ Representative is hereby authorized, on behalf of Sellers, to: (a) in connection with the Closing, execute, deliver and receive all documents, instruments, certificates, statements and agreements on behalf of and in the name of each Seller necessary to effectuate the Closing and consummate the Contemplated Transactions, including the distribution of the Closing Purchase Price or Escrow Fund; (b) receive and give all notices and service of process, make all filings, enter into all contractual obligations, make all decisions, bring, prosecute, defend, settle, compromise or otherwise resolve all claims, disputes and actions, authorize payments in respect of any such claims, disputes or actions, and take all other actions directly or indirectly arising out of or relating to this Agreement and all transactions, documents and other agreements contemplated herein; (c) authorize delivery to Buyer of cash from the Escrow Fund in satisfaction of any amounts owed to Buyer pursuant to Section 2.04 or Article IX, as applicable; (d) Each initiate and accept delivery of the Sellers hereby consents and agrees to all actions or inactions taken or omitted to be taken in good faith by cash from the Sellers’ Representative Expense Amount in satisfaction of any amounts incurred by Sellers’ Representative for expenses arising in connection with the administration of his duties under this Agreement after the Effective Time; (e) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to claims for indemnification made by Buyer pursuant to Article IX; (f) litigate, arbitrate, resolve, settle or compromise any claim for indemnification pursuant to Article IX; (g) engage, employ or appoint any agents or Representatives (including attorneys, accountants and consultants) to assist Sellers’ Representative in complying with his duties and obligations; and (h) take all other actions permitted or required to be taken by or on behalf of Sellers under this Agreement and hereby agrees to indemnify exercise any and hold harmless the all rights that Sellers or Sellers’ Representative from and against all damages, losses, liabilities, charges, penalties, costs and expenses (including court costs and legal fees and expenses) incurred in any claim, action, dispute are permitted or proceeding between any such person required to do or persons and the Sellers (or any of them) or between any such person or persons and any third party or otherwise incurred or suffered as a result of or arising out of such actions or inactionsexercise under this Agreement.

Appointment of Sellers’ Representative. (a) By the execution The Sellers irrevocably constitute and delivery of this Agreement, each Seller hereby irrevocably constitutes and appoints Xxxxx X. Xxxxxxxxxxx as the initial true and lawful agent and attorneys-in-fact appoint Xxxxxx Xxxx (the “Sellers’ Representative”) of the Sellers with full authority as their true and power of substitution to act lawful attorney-in-fact and agent and authorizes such person acting for them and in the nametheir names, place and stead stead, in any and all capacities to do and perform every act and thing required or permitted to be done in connection with this Agreement, as fully to all intents and purposes as they might or could do in person, including taking any and all action on behalf of such them from time to time as contemplated hereunder. The Sellers grant unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing necessary or desirable to be done in connection with respect to the consummation of the transactions contemplated hereunder. (b) Investorby this Agreement, as fully to all intents and any other purposes as the undersigned might or could do in person, may conclusively hereby ratifying and absolutely rely, without inquiry, upon any consent, approval or action of confirming all the Sellers’ Representative as the consent, approval or action, as the case may be, of each Seller individually and all Sellers as a group in all matters referred to herein, and each Seller confirms all that the Sellers’ Representative shall lawfully do or cause to be done by virtue hereof. The Sellers acknowledge and agree that upon execution of his this Agreement, upon any delivery by the Sellers’ Representative of any waiver, amendment, agreement, opinion, certificate or her appointment as other document executed by the Sellers’ Representative, the Sellers shall be bound by such documents or action as fully as if it had executed and delivered such documents. (b) Upon the death, disability or incapacity of the initial Sellers’ Representative appointed pursuant to Section 5.2(a) above, the Sellers acknowledge and agree that they shall appoint a replacement capable of carrying out the duties and performing the obligations of the Sellers’ Representative hereunder within ten (10) business days of such death, disability or incapacity. (c) Each Seller covenants The Sellers agree that the Buyer and agrees that he or she will not voluntarily revoke the power of attorney conferred in this Section 12.04. If Company shall be entitled to rely on any Seller dies or becomes incapacitated, disabled or incompetent (such deceased, incapacitated, disabled or incompetent Seller being a “Former Seller”) and, as a result, the power of attorney conferred by this Section 12.04 is revoked by operation of law, it shall not be a breach by such Former Seller under this Agreement if the heirs, beneficiaries, estate, administrator, executor, guardian, conservator or other legal representative of such Former Seller (each a “Successor Seller”) confirms the appointment of the Sellers’ Representative as agent and attorneys-in-fact for such Successor Seller. (d) Each of the Sellers hereby consents and agrees to all actions or inactions action taken or omitted to be taken in good faith by the Sellers’ Representative under this Agreement and hereby agrees to indemnify and hold harmless Representative, on behalf of the Sellers’ Representative from , pursuant to Section 5.2(a), above (each, an “Authorized Action”), and against all damages, losses, liabilities, charges, penalties, costs and expenses (including court costs and legal fees and expenses) incurred in any claim, action, dispute or proceeding between any such person or persons and that each Authorized Action shall be binding on the Sellers (or any of them) or between any as fully as if the Sellers had taken such person or persons and any third party or otherwise incurred or suffered as a result of or arising out of such actions or inactionsAuthorized Action.

Appointment of Sellers’ Representative. Each Seller hereby irrevocably appoints Sellers’ Representative as of the Closings to serve as such Seller’s representative with respect to all matters set forth in, or in connection with, this Agreement and the agreements ancillary hereto to be performed by Sellers’ Representative. Sellers’ Representative shall serve as each Seller’s agent, proxy and attorney-in-fact, with full power of substitution, for all purposes of this Agreement and the agreements ancillary hereto (aincluding the full power and authority on such Seller’s behalf) By (i) to consummate the transactions contemplated by the Transaction Documents, (ii) to utilize the Sellers’ Representative Holdback Amount to pay expenses incurred by or on behalf of Sellers or Sellers’ Representative in connection with the transactions contemplated by the Transaction Documents (whether incurred on or after the date of this Agreement), (iii) to calculate any amounts payable to such Seller pursuant to this Agreement, (iv) to execute such further agreements or instruments of assignment in accordance with this Agreement, or as Buyer may reasonably request, or which Sellers’ Representative shall consider necessary or proper to effectuate the transactions contemplated by the Transaction Documents, all of which shall have the effect of binding Sellers as if each of them had personally executed such agreement or instrument, (v) to resolve any adjustments or issues relating to any component of the Closing Payment, (vi) to receive notices and other deliverables hereunder on behalf of any Seller, (vii) to dispute, compromise, settle and pay any claims made in connection with this Agreement and (viii) to do each and every act and exercise any and all rights which such Seller is permitted or required to do or exercise under this Agreement. Such agency, proxy and attorney-in-fact and all authority granted hereunder are coupled with an interest, are therefore irrevocable without the consent of Sellers’ Representative and shall survive the death, incapacity, bankruptcy, dissolution or liquidation of such Person. If, after the execution and delivery of this Agreement, each any Seller hereby irrevocably constitutes dissolves or liquidates then Sellers’ Representative is nevertheless authorized, empowered and appoints Xxxxx X. Xxxxxxxxxxx directed to act in accordance with this Agreement as the initial true if that dissolution or liquidation had not occurred and lawful agent regardless of notice thereof. All decisions and attorneys-in-fact (the “actions by Sellers’ Representative”) of the Sellers with full authority and power of substitution to act in the name, place and stead of such Sellers including with respect to the consummation allocation of the transactions contemplated hereunder. (b) InvestorClosing Payment and Final Purchase Price payable to each Seller, shall be binding upon each Seller as if such Seller had taken such decisions or actions, and any other personno Seller shall have the right to object, may conclusively and absolutely relydissent, without inquiry, upon any consent, approval or action of the Sellers’ Representative as the consent, approval or action, as the case may be, of each Seller individually and all Sellers as a group in all matters referred to herein, and each Seller confirms all that the Sellers’ Representative shall do or cause to be done by virtue of his or her appointment as the Sellers’ Representative. (c) Each Seller covenants and agrees that he or she will not voluntarily revoke the power of attorney conferred in this Section 12.04. If any Seller dies or becomes incapacitated, disabled or incompetent (such deceased, incapacitated, disabled or incompetent Seller being a “Former Seller”) and, as a result, the power of attorney conferred by this Section 12.04 is revoked by operation of law, it shall not be a breach by such Former Seller under this Agreement if the heirs, beneficiaries, estate, administrator, executor, guardian, conservator or other legal representative of such Former Seller (each a “Successor Seller”) confirms the appointment of the Sellers’ Representative as agent and attorneys-in-fact for such Successor Seller. (d) Each of the Sellers hereby consents and agrees to all actions or inactions taken or omitted to be taken in good faith by the Sellers’ Representative under this Agreement and hereby agrees to indemnify and hold harmless the Sellers’ Representative from and against all damages, losses, liabilities, charges, penalties, costs and expenses (including court costs and legal fees and expenses) incurred in any claim, action, dispute or proceeding between any such person or persons and the Sellers (or any of them) or between any such person or persons and any third party protest or otherwise incurred or suffered as a result of or arising out of such actions or inactionscontest the same.

Appointment of Sellers’ Representative. (a) By In order to administer efficiently the execution and delivery determination of certain matters under this Agreement, each Seller hereby irrevocably constitutes appoints Sellers Representative as its representative, agent, proxy and appoints Xxxxx X. Xxxxxxxxxxx as the initial true and lawful agent and attorneys-in-attorney in fact (the “Sellers’ Representative”) of the Sellers with full authority and power of substitution to act in the name, place and stead of such Sellers with respect to all matters under this Agreement. For greater certainty, Sellers Representative shall have sole and exclusive right and authority to communicate with Governmental Bodies on behalf of Sellers. Each Seller agrees that such agency and proxy are coupled with an interest, are therefore irrevocable without the consummation consent of Sellers Representative and shall survive the transactions contemplated hereunderdeath, incapacity or bankruptcy of any Seller (as applicable) to the maximum extent permitted by Law. (b) InvestorWithout limiting the generality of the foregoing, Sellers Representative has full power and authority to make all decisions and take all actions relating to Sellers’ respective rights, obligations and remedies under this Agreement including to transfer and assign the Purchased Shares to the Purchaser, receive and make payments, to receive and send notices (including notices of termination), to receive, execute and deliver documents (including any certificates, resolutions, amalgamation agreements, stock transfer powers of attorney, amendments to this Agreement, update schedules to this Agreement, affidavits of lost share certificates and any other persondocuments to be delivered by Sellers pursuant to this Agreement or as contemplated herein), may conclusively to exercise, enforce or waive rights or conditions, to give releases and absolutely relydischarges, without inquiryto seek indemnification, upon specific performance or other relief, on behalf of Sellers, to defend against indemnification claims of Purchaser and to negotiate and finally resolve any consent, approval or action disputes arising under this Agreement among Purchaser and any of the Sellers’ . All decisions and actions taken by Sellers Representative as are binding upon all Sellers, and no Seller has the consentright to object, approval dissent, protest or actionotherwise contest the same. The Sellers agree to provide any information reasonably requested by Sellers Representative in order to satisfy itself of the matters to be contained in any document to be executed and delivered by Sellers Representative (for and on behalf by the Sellers (including any certificates or other documents to be delivered by the Sellers pursuant to this Agreement)). (c) Xxxxxxxxx is entitled to deal only with Sellers Representative in respect of all matters arising under this Agreement including to receive and make payments, to receive and send notices (including notices of termination), to receive and deliver documents, to exercise, enforce or waive rights or conditions, to give releases and discharges, to seek indemnification against Sellers or any one of them and to defend against indemnification claims of Sellers. (d) All references in this Agreement to decisions and actions to be taken by Xxxxxxxxx and directed to Sellers or any one of them, as the case may be, are deemed directed to Sellers or any one of each Seller individually and all Sellers as a group in all matters referred to hereinthem, and each Seller confirms all that the Sellers’ Representative shall do or cause to be done by virtue of his or her appointment as the Sellers’ case may be, if such decisions or actions are directed by Xxxxxxxxx to Sellers Representative. (ce) Each Unless informed in writing by a Seller covenants that such Seller believes a representation is untrue or has become untrue since the date of this Agreement, or is aware of any breach of covenant by such Seller or any other Seller, Sellers Representative is hereby authorized by each Seller to deliver the Sellers’ closing certificate(s) contemplated by Section 3.5(a) on the other Sellers’ behalf. (f) Sellers shall cooperate with Sellers Representative and agrees that he any accountants, attorneys or she will other agents whom Sellers Representative may retain to assist in carrying out their duties hereunder. Sellers shall severally (and not voluntarily revoke the power of attorney conferred jointly and severally), in accordance with their respective Allocable Portion, reimburse Sellers Representative for all costs and expenses, including professional fees, incurred by Sellers Representative. Sellers Representative shall be permitted to set-off any amounts owed to them by a Seller pursuant to this Section 12.0413.1 against any amounts to be remitted to such Seller by Sellers Representative pursuant to this Agreement. If To the extent that the Sellers Representative has incurred any fees or expenses which are to be paid for by Sellers (in accordance with their respective Allocable Portions), Sellers Representative shall deduct each Seller’s proportionate share of such fees and expenses (determined in accordance with their Allocable Portion) from any amount to be paid to such Seller dies or becomes incapacitated, disabled or incompetent (and shall promptly remit such deceased, incapacitated, disabled or incompetent Seller being a “Former Seller”) and, as a resultamount to the Sellers Representative. For greater certainty, the power Sellers Representative will be entitled to hold back a portion of attorney conferred by this Section 12.04 is revoked by operation of lawthe proceeds payable to each Seller to cover any contingent payments, it shall not be a breach by such Former Seller amounts owing under this Agreement if or any transaction expenses to be paid by the heirs, beneficiaries, estate, administrator, executor, guardian, conservator or other legal representative of Sellers and such Former Seller (each amounts may be held in a “Successor Seller”) confirms segregated account at a paying agent retained by the appointment of the Sellers’ Representative as agent and attorneys-in-fact for such Successor SellerSellers Representative. (dg) Each of the Sellers hereby consents shall severally (and agrees to all actions or inactions taken or omitted to be taken not jointly and severally), in good faith by the Sellers’ Representative under this Agreement and hereby agrees to accordance with their respective Allocable Portion, indemnify and hold harmless the Sellers’ Representative from Sellers Representative, in its capacity as Sellers Representative, and its shareholders, directors, officers, employees, agents and representatives against all damages, losses, liabilities, charges, penalties, costs and expenses Losses (including court costs and reasonable expenses of Sellers Representative’s legal fees and expensescounsel) incurred in any claimwhich, actionwithout fraud, dispute gross negligence or proceeding between any such person or persons and willful misconduct on the part of Sellers (or any of them) or between any such person or persons and any third party or otherwise Representative, may be paid, incurred or suffered by Sellers Representative by reason or as a result of the performance by Sellers Representative of its obligations as Sellers Representative set out in this Agreement. Sellers Representative shall have no duty, obligation or arising out responsibility to expend its own funds in support of such actions or inactionsits activities as agent and proxy of Sellers.

Appointment of Sellers’ Representative. (1) The Sellers' Representative is hereby irrevocably appointed as representative, agent and power of attorney for each Seller: (a) By to give and receive notices and communications relating to the execution Transaction and delivery of other matters contemplated by this Agreement, (b) to make decisions on behalf of each Seller with respect to the Transaction and other matters contemplated by this Agreement, including regarding amendments to this Agreement, and (c) to take other actions and to act and execute, deliver and receive, all documents, instruments and consents on behalf of each Seller as contemplated by this Agreement, including receipt of any payments or the exercise of all rights granted to the Sellers under this Agreement. By executing this Agreement, the Sellers' Representative accepts the aforementioned appointment, authority and power, and each Seller hereby irrevocably constitutes and appoints Xxxxx X. Xxxxxxxxxxx as the initial true and lawful agent and attorneys-in-fact (the “Sellers’ Representative”) of the Sellers with full authority and grants a power of substitution attorney to such Sellers' Representative to act as described in this Section 2.03. Vencanna shall be entitled to rely upon and shall have no liability to the name, place and stead of such Sellers with respect to the consummation actions, decisions and determinations of the transactions contemplated hereunderSellers' Representative and shall be entitled to assume that all actions, decisions and determinations of the Sellers' Representative are fully authorized by all of the Sellers. (2) Each Seller agrees that: (a) the provisions of this Section 2.03 are independent and severable, are irrevocable and coupled with an interest and shall be enforceable against, and survive the bankruptcy, dissolution, winding up or liquidation of, any Seller notwithstanding any rights or remedies any Seller may have in connection with the Transaction and other matters contemplated by this Agreement; (b) Investor, and a remedy at law for any other person, may conclusively and absolutely rely, without inquiry, upon any consent, approval or action breach of the Sellers’ Representative as the consent, approval or action, as the case may be, provisions of each Seller individually this Section 2.03 would be inadequate; and all Sellers as a group in all matters referred to herein, and each Seller confirms all that the Sellers’ Representative shall do or cause to be done by virtue of his or her appointment as the Sellers’ Representative. (c) Each Seller covenants and agrees that he or she will not voluntarily revoke the power provisions of attorney conferred in this Section 12.04. If any Seller dies or becomes incapacitated, disabled or incompetent (such deceased, incapacitated, disabled or incompetent Seller being a “Former Seller”) and, as a result, 2.03 shall be binding upon the power successors and assigns of attorney conferred by this Section 12.04 is revoked by operation of law, it shall not be a breach by such Former Seller under this Agreement if the heirs, beneficiaries, estate, administrator, executor, guardian, conservator or other legal representative of such Former Seller (each a “Successor Seller”) confirms the appointment of the Sellers’ Representative as agent and attorneys-in-fact for such Successor Seller. (d3) Each A decision, act, consent or instruction of the Sellers' Representative relating to this Agreement shall constitute a decision for all Sellers, and shall be final, binding and conclusive upon each Seller, and Vencanna may rely upon any such decision, act, consent or instruction of the Sellers' Representative as being the decision, act, consent or instruction of each Seller. (4) The grant of authority provided for herein shall survive the Closing. (5) The Sellers hereby consents holding at least a majority of the Units as of the Closing shall have the right in their sole discretion to appoint a new Sellers' Representative (at any time, before or after Closing) by written consent and agrees by sending notice and a copy of the duly executed written consent appointing such new Sellers' Representative to all Vencanna. Such appointment will be effective upon the later of the date indicated in the consent or the date such consent is received by Vencanna. (6) Neither the Sellers' Representative nor any agent employed by it shall incur any liability to any Seller relating to the performance of its duties hereunder except for actions or inactions taken omissions constituting fraud, bad faith or omitted to be taken in good faith willful misconduct. The Sellers' Representative shall not have by the Sellers’ Representative under reason of this Agreement and hereby agrees a fiduciary relationship in respect of any Seller. The Sellers' Representative shall not be required to indemnify and hold harmless make any inquiry or enforcement action concerning the Sellers’ Representative from and against all damages, losses, liabilities, charges, penalties, costs and expenses (including court costs and legal fees and expenses) incurred in any claim, action, dispute performance or proceeding between any such person or persons and the Sellers (or observance of any of them) the terms, provisions or between any such person or persons and any third party or otherwise incurred or suffered as a result conditions of or arising out of such actions or inactionsthis Agreement.

Appointment of Sellers’ Representative. (a) By Each of the execution and delivery of this Agreement, each Seller Sellers hereby irrevocably constitutes and appoints Xxxxx X. Xxxxxxxxxxx the Person designated from time to time as the initial its true and lawful agent and attorneysattorney-in-fact fact, to act as its representative (the “Sellers’ Representative”) of the Sellers under this Agreement and, as such, to act as such Seller’s agent (with full authority and power of substitution substitution) to act in the name, place and stead of take any action on such Sellers Seller’s behalf with respect to all matters relating to this Agreement, the consummation of Escrow Agreement and the transactions contemplated hereunderhereby, subject to the limitations set forth in Section 10.13(d) below. Xxxx Xxxxxxxxx is hereby appointed and hereby accepts appointment as the initial Sellers’ Representative (the “Initial Representative”). Each Seller acknowledges that the appointment of the Initial Representative as Sellers’ Representative herein is coupled with an interest and may not be revoked. The Initial Representative accepts its appointment and authorization to act as attorney-in-fact and agent of the Sellers. (b) Investor, and any other person, may conclusively and absolutely rely, without inquiry, upon any consent, approval or action of The Initial Representative will serve as the Sellers’ Representative until the earlier of its resignation or removal (with or without cause) by Sellers holding a majority of the Purchased Units (directly or indirectly) as of the consentdate hereof (a “Majority of the Sellers”). Upon the resignation or removal of the Initial Representative, approval or action, as a Majority of the case may be, of each Seller individually and all Sellers as will select a group in all matters referred to herein, and each Seller confirms all that the new Sellers’ Representative shall do who may resign or cause to be done removed or replaced (with or without cause) by virtue a Majority of his or her appointment as the Sellers. Each time a new Sellers’ RepresentativeRepresentative is appointed pursuant to this Agreement, such representative will accept such position in writing. (c) Each Seller covenants and agrees that he or she A Majority of the Sellers will not voluntarily revoke the power notify Buyer promptly in writing of attorney conferred in this Section 12.04. If any Seller dies or becomes incapacitated, disabled or incompetent (such deceased, incapacitated, disabled or incompetent Seller being a “Former Seller”) and, as a result, the power of attorney conferred by this Section 12.04 is revoked by operation of law, it shall not be a breach by such Former Seller under this Agreement if the heirs, beneficiaries, estate, administrator, executor, guardian, conservator or other legal representative of such Former Seller (each a “Successor Seller”) confirms the appointment change of the Sellers’ Representative. Until Buyer receives the foregoing written notice, Buyer will be entitled to assume that the Person acting as the Sellers’ Representative is still the duly authorized Sellers’ Representative. Buyer will be entitled to rely upon as agent being binding upon each Seller any agreement, document, certificate or other instrument executed by the Sellers’ Representative in accordance with the terms of this Agreement, and attorneys-in-fact Buyer will not be liable to any Seller for such Successor Seller. (d) Each of the Sellers hereby consents and agrees to all actions or inactions any action taken or omitted to be taken in such reliance, or otherwise in reliance upon the instructions or directions given, or actions taken, by the Sellers’ Representative that are contemplated or permitted to be given or taken thereby by the terms of this Agreement. In all matters arising under this Agreement, the Sellers’ Representative may rely on the advice of counsel, and the Sellers’ Representative will not be liable to anyone for anything done, omitted, or suffered in good faith, by the Sellers’ Representative based on such advice of counsel. (i) In furtherance of the appointment of Sellers’ Representative herein made, each Seller, fully and without restriction (other than the limitations set forth in Section 10.13(d)(ii) below): (i) agrees to be bound by all notices received and agreements and determinations made by and documents executed and delivered by Sellers’ Representative under this Agreement and (ii) grants Sellers’ Representative unlimited authority and power to (A) deliver to Buyer all certificates and documents to be delivered to Buyer by the Sellers pursuant to this Agreement, together with any certificates and documents executed by the Sellers and deposited with the Sellers’ Representative for such purpose, (B) dispute or refrain from disputing any claim made by Buyer under this Agreement or the Escrow Agreement, (C) negotiate and compromise any dispute which may arise under this Agreement or the Escrow Agreement, (D) pay any amounts due Buyer under this Agreement, (E) exercise or refrain from exercising any remedies available to the Sellers under this Agreement, (F) sign any releases or other documents with respect to any such dispute or remedy under this Agreement (provided that such releases or other documents that have a material and disproportionate effect on Best Buy (in relation to the other Sellers) shall require the consent of Best Buy, not to be unreasonably withheld or delayed), (G) waive any condition contained in this Agreement, (H) give such instructions and do such other things and refrain from doing such other things as Sellers’ Representative, in its sole discretion, deems necessary or appropriate to carry out the provisions of this Agreement or the Escrow Agreement, (I) receive all amounts payable by Buyer to Sellers hereunder on behalf of the Sellers and, subject to clauses J, K and L below, pay to each Seller such Seller’s applicable Pro Rata Percentage of such amounts, (J) pay out of funds coming into the hands of the Sellers’ Representative from Buyer, all closing expenses of Sellers, (K) retain such counsel, accountants and other professional advisors as the Sellers’ Representative reasonably deems necessary to assist it in the performance of its duties hereunder and pay the fees, costs and expenses thereof out of the funds coming into the hands of the Sellers’ Representative, including out of the Indemnity Escrow Funds upon any distribution thereof to the Sellers, and (L) retain out of funds coming into the hands of the Sellers’ Representative from Buyer such amounts as the Sellers’ Representative, in its sole discretion, deems appropriate to be held as reserves for expected or potential future expenses or liabilities of the Sellers hereunder and pay such amounts to such parties as it deems appropriate, and may retain funds out of the Indemnity Escrow Funds upon any distribution thereof to the Sellers for such purposes. (ii) Notwithstanding the foregoing, the Sellers’ Representative shall not be permitted to (A) bind or otherwise obligate Best Buy to any covenant, obligation or release that will affect Best Buy or in any other manner relinquish or diminish any right of Best Buy (provided that this clause (A) shall not apply with respect to any determinations of the amount of the Purchase Price and any post-Closing adjustments thereto, including any resolution of amounts payable under Article 1 and Article 9 and settlements of the amount of Indemnity Escrow Funds and the amount of any other claims by the Buyer Indemnified Parties under this Agreement), (B) add or amend any covenant or obligation of Best Buy, release by Best Buy or other provision that relinquishes or diminishes any right of Best Buy in this Agreement, the Escrow Agreement or any other agreement, document or certificate to be delivered pursuant to this Agreement (other than with respect to the matters set forth in the parenthetical in clause (A) and other than the right to receive amounts due to Sellers under this Agreement) or (C) amend this Agreement, the Escrow Agreement or any other agreement, document or certificate to be delivered pursuant to this Agreement that will or would reasonably be expected to impact Best Buy in an adverse manner disproportionately compared to the other Sellers, in each case, without the prior written consent of Best Buy, not to be unreasonably withheld or delayed. (iii) Neither Buyer, nor the Company, nor any of their Affiliates or successors or assigns, shall direct any officers, directors, managers, members, employees or attorneys of the Company or any of their successors or assigns, or otherwise to disclose or produce any Attorney-Client Communications without the prior written consent of the Sellers’ Representative, which consent may be withheld in his, her or its sole discretion. Payments made by the Sellers’ Representative under clauses D, J and K above shall be considered to be paid by the Sellers based on their respective applicable Pro Rata Percentages. (e) The Sellers, severally, based on their respective Pro Rata Percentage, and not jointly and severally, agree to indemnify the Sellers’ Representative and to hold it harmless against any and all loss, liability or expense incurred without bad faith on the part of the Sellers’ Representative and arising out of or in connection with its, his or her duties as the Sellers’ Representative, including the reasonable costs and expenses incurred by the Sellers’ Representative in defending against any claim or liability in connection herewith. (f) Buyer shall be entitled to rely upon any action taken and any agreements or amendments entered into by the Sellers’ Representative in its capacity as such as being the action taken or the agreement entered into by every Seller. Upon payment or delivery by Buyer of any amounts required to be paid by Buyer to the Sellers’ Representative under this Agreement and hereby agrees or the Escrow Agreement, Buyer shall have no further obligations or liabilities to indemnify and hold harmless the Sellers’ Representative from and against all damages, losses, liabilities, charges, penalties, costs and expenses (including court costs and legal fees and expenses) incurred in any claim, action, dispute or proceeding between any such person or persons and the Sellers (or any of them) or between any with respect to such person or persons and any third party or otherwise incurred or suffered as a result of or arising out of such actions or inactionspayment.

Appointment of Sellers’ Representative. The Sellers hereby authorize, Jeffrey L. Rothenberger (athe "Sellers' Representative") By as the execution attornxx-xx-xxxx xx xxxx xx xhe Sellers, with full power and delivery authority to administer the transactions contemplated by this Agreement and the Escrow Agreement, including (i) delivering the Total Value Certificate, (ii) executing the Escrow Agreement and amending or waiving, on behalf of each Seller, any provision of this Agreement and the Escrow Agreement, (iii) resolving and defending, on behalf of each Seller, any dispute with respect to Sellers' indemnification obligations under Section 9.2(a), and entering into any agreement to effectuate any of the foregoing which shall have the effect of binding such Seller as if the Seller had personally entered into such an agreement, (iv) taking all other actions expressly contemplated to be taken by the Sellers' Representative in this Agreement or the Escrow Agreement and (v) taking all other action under or related to this Agreement or any of the other Transaction Documents, including the Escrow Agreement which, in his discretion, he may consider necessary or proper to effectuate the transactions contemplated by this Agreement and related documents and to resolve any dispute, on behalf of each Seller hereby irrevocably constitutes with Holdings, Buyer or the Company, as appropriate, over any aspect of this Agreement or any of the other Transaction Documents, including the Escrow Agreement, and, on behalf of each Seller, to enter into any agreement to effectuate any of the foregoing which shall have the effect of binding such Seller as if the Seller had personally entered into such an agreement; provided, however, (i) that the Sellers' Representative shall have no obligation to make any amendments to this or any related agreement and appoints Xxxxx X. Xxxxxxxxxxx as (ii) that all actions taken or decisions made by the initial true and lawful agent and attorneys-in-fact (the “Sellers’ Representative”) ' Representative on behalf of the Sellers with full authority shall be taken or made in a manner which is ratably and power equitably amongst all Sellers. Holdings, Buyer and the Company shall be able to rely conclusively on the actions, instructions and decisions of substitution the Sellers' Representative as to act in the namefinal determination of the Total Value, place Cash Purchase Price and stead other matters set forth on the Total Value Certificate, the defense or settlement of such Sellers any claims for indemnification by any Buyer Party pursuant to Section 9.2(a) hereof or with respect to any other actions required to be taken or expressly permitted to be taken by the consummation Sellers' Representative hereunder in any of the transactions contemplated hereunder. (b) Investorother Transaction Documents, including the Escrow Agreement. None of Holdings, Buyer or the Company shall be liable to any Seller for any Losses or other damages resulting from reliance on the actions, instructions and any other person, may conclusively and absolutely rely, without inquiry, upon any consent, approval or action decisions of the Sellers’ ' Representative. Each Seller shall hold the Sellers' Representative as the consent, approval or action, as the case may be, of each Seller individually harmless from any and all Sellers Loss, damage, or liability and expense (including legal fees) which such Seller may sustain as a group in all matters referred to herein, and each Seller confirms all that the Sellers’ Representative shall do or cause to be done by virtue result of his or her appointment as the Sellers’ Representative. (c) Each Seller covenants and agrees that he or she will not voluntarily revoke the power of attorney conferred in this Section 12.04. If any Seller dies or becomes incapacitated, disabled or incompetent (such deceased, incapacitated, disabled or incompetent Seller being a “Former Seller”) and, as a result, the power of attorney conferred by this Section 12.04 is revoked by operation of law, it shall not be a breach by such Former Seller under this Agreement if the heirs, beneficiaries, estate, administrator, executor, guardian, conservator or other legal representative of such Former Seller (each a “Successor Seller”) confirms the appointment of the Sellers’ Representative as agent and attorneys-in-fact for such Successor Seller. (d) Each of the Sellers hereby consents and agrees to all actions or inactions taken or omitted to be action taken in good faith by the Sellers’ ' Representative. The Sellers' Representative under this Agreement and hereby agrees shall incur no liability to indemnify and hold harmless the Sellers with respect to any action taken, omitted or suffered by the Sellers’ ' Representative from in reliance upon any notice, direction, instruction, consent, statement or other document believed by him to be genuine and against all damagesduly authorized, losses, liabilities, charges, penalties, costs and expenses (including court costs and legal fees and expenses) incurred in nor for any claim, action, dispute action or proceeding between any such person inaction required or persons and the Sellers (permitted to be taken or any of them) or between any such person or persons and any third party or otherwise incurred omitted or suffered by him hereunder or in the Escrow Agreement, except to the extent resulting from the Sellers' Representative's own willful misconduct. The Sellers shall hold the Sellers' Representative harmless from any and all Losses that the Sellers' Representative may sustain as a result of any action taken in good faith by the Sellers' Representative in accordance with this Agreement or arising out the Escrow Agreement. The Sellers' Representative shall be able to conclusively rely on advice of counsel in the performance of his duties hereunder and shall incur no liability to the Sellers for such reliance in good faith. Each Contributing Seller shall be responsible for its Indemnification Share of any indemnification and holding harmless of the Escrow Agent that may be or become the responsibility of the Sellers pursuant to the Escrow Agreement. Notwithstanding any provision to the contrary in this Agreement, in the event funds are distributed from the Escrow Account to the Sellers' Representative and certain Escrow Funds have been recovered by any of the Buyer Parties pursuant to claims made against the Escrow Account pursuant to Section 9.2(b) above or Section 9.2(a) above which could have been made against an individual Seller pursuant to Section 9.2(b) above, then the Sellers' Representative may reallocate the distribution of such actions proceeds received from the Escrow Funds in good faith to deduct any amounts which any of the Buyer Parties received from the Escrow Funds with respect to a claim which was made or inactionscould have been made pursuant to Section 9.2(b) above from the Seller which caused such Loss as a result of any breach of such Seller's representations, warranties, covenants or other agreements set forth herein. Contributing Sellers representing an aggregate Indemnification Share in excess of 50%, in the aggregate, may vote to remove the Sellers' Representative with or without cause and appoint a successor. Upon the death, permanent disability, resignation or removal of the Sellers' Representative, a successor Sellers' Representative who shall be reasonably acceptable to Holdings and Buyer shall be elected by Contributing Sellers representing an aggregate Indemnification Share in excess of 50%, in the aggregate. This appointment and power of attorney shall be deemed as coupled with an interest and all authority conferred hereby shall be irrevocable and shall not be subject to termination by operation of law, whether by the death, incapacity, liquidation or dissolution of each Seller or the occurrence of any other event or events, and the Sellers' Representative may not terminate this power of attorney with respect to any Seller or any Seller's successors or assigns without the consent of Holdings and Buyer.

Appointment of Sellers’ Representative. (a) By the execution and delivery of this Agreement, each Seller hereby irrevocably constitutes and appoints Xxxxx X. Xxxxxxxxxxx as the initial true and lawful agent and attorneys-in-fact (the “Sellers’ Representative”) of the Sellers with full authority and power of substitution to act in the name, place and stead of such Sellers with respect to the consummation of the transactions contemplated hereunder. (b) Investor, and any other person, may conclusively and absolutely rely, without inquiry, upon any consent, approval or action of the Sellers’ Representative as the consent, approval or action, as the case may be, of each Seller individually and all Sellers as a group in all matters referred to herein, and each Seller confirms all that the Sellers’ Representative shall do or cause to be done by virtue of his or her appointment as the Sellers’ Representative. (c) Each Seller covenants and agrees that he or she will not voluntarily revoke the power of attorney conferred in this Section 12.04. If any Seller dies or becomes incapacitated, disabled or incompetent (such deceased, incapacitated, disabled or incompetent Seller being a “Former Seller”) and, as a result, the power of attorney conferred by this Section 12.04 is revoked by operation of law, it shall not be a breach by such Former Seller under this Agreement if the heirs, beneficiaries, estate, administrator, executor, guardian, conservator or other legal representative of such Former Seller (each a “Successor Seller”) confirms the appointment of the Sellers’ Representative as agent and attorneys-in-fact for such Successor Seller. (d) Each of the Sellers does hereby consents make, constitute and agrees appoint XX Xxxxxx (the "SELLERS' REPRESENTATIVE"), as his, her or its agent, to act in his, her or its name, place and stead, as such Seller's attorney-in-fact, to execute and deliver all actions documents necessary or inactions taken or omitted desirable to be taken in good faith by carry out the Sellers’ Representative under intent of this Agreement and any other agreements contemplated by this Agreement (including the Principal Documents), to make all elections or decisions contemplated by this Agreement and any other agreements contemplated by this Agreement (including the Principal Documents) including, the initiation or defense of claims for indemnification hereof, and to give and receive on behalf of Sellers any and all notices from or to any Seller or Sellers hereunder, and does hereby agrees give and grant unto the Sellers' Representative the power and authority to indemnify do and perform each such act and thing whatsoever that the Sellers may or are required to do pursuant to this Agreement and all of the Principal Documents (including the Escrow Agreement and any agreements in furtherance of Section 8.10 of this Agreement) and all other documents and agreements executed and delivered by Sellers in connection with this Agreement (including the Principal Documents), and to amend, modify or supplement any of the foregoing in each such Seller's name, place and stead, as if such Seller had personally done such act, and XX Xxxxxx as Sellers' Representative hereby accepts such appointment. The death, incapacity, dissolution, liquidation, insolvency or bankruptcy of any Seller shall not terminate such appointment or the authority and agency of the Sellers' Representative. The power-of-attorney granted in this Section is coupled with an interest and is irrevocable. Sellers' Representative may resign at any time by giving written notice thereof to the Sellers and Buyer. If at any time hereafter the Sellers' Representative shall resign or otherwise become incapable of acting as Sellers' Representative, a successor Sellers' Representative shall be elected by the affirmative vote of a majority-in-interest of the Sellers or their representatives, in accordance with their respective Percentage Interests. Any such resignation shall be effective upon the appointment or election of such successor and the acceptance of such appointment or election by such successor. Every successor Sellers' Representative appointed hereunder shall execute, acknowledge and deliver to Buyer and each other Seller, an instrument in writing, reasonably satisfactory to the Sellers and Buyer, accepting such appointment hereunder, and thereupon such successor Sellers' Representative, without any further act, shall become fully vested with all the rights, immunities and powers and shall be subject to all of the duties and obligations, of its predecessor. Sellers agree jointly and severally to indemnify, defend and hold harmless the Sellers’ ' Representative from and against any and all damagesloss, lossesdamage, liabilitiesliability and expense that may be incurred by the Sellers' Representative arising out of or in connection with his acceptance or appointment as Sellers' Representative under this Agreement (except such as may result from the Sellers' Representative's bad faith), charges, penalties, including the legal costs and expenses (including court costs of defending itself against any claim or liability in connection with his performance under this Agreement and legal fees all other documents and expenses) incurred agreements executed and delivered by Sellers' Representative in any claim, action, dispute or proceeding between any such person or persons and the Sellers (or any of them) or between any such person or persons and any third party or otherwise incurred or suffered as a result of or arising out of such actions or inactions.connection with this Agreement. 77

Appointment of Sellers’ Representative. (a) By the execution and delivery of this Agreement, each Each Seller hereby irrevocably constitutes and appoints Xxxxx X. Xxxxxxxxxxx as the initial true and lawful agent and attorneys-in-fact (the “Sellers’ Representative”) of the Sellers with full authority and power of substitution to act in the name, place and stead of such Sellers with respect to the consummation of the transactions contemplated hereunder. (b) Investor, and any other person, may conclusively and absolutely rely, without inquiry, upon any consent, approval or action of the Sellers’ Representative as the consenthis, approval her or action, as the case may be, its true and lawful attorney-in-fact to act for and on behalf of each Seller individually and all Sellers as a group such Seller: (a) in all matters referred expressly identified in this Agreement as being the right, responsibility or obligation of Sellers’ Representative, (b) to hereinexecute and deliver, on behalf of all Sellers, the Escrow Agreement and any and all waivers under and amendments thereto, including any certificates, written instructions to the Escrow Agent and any other documents that Sellers’ Representative deems necessary or appropriate in connection with the consummation of the Escrow Agreement; and (c) to direct the release from the Escrow Fund or otherwise for the payment of expenses of Sellers related thereto, and apply such funds in payment for such expenses. Each such Seller agrees to be fully bound by the acts, decisions, consents, instructions and agreements of Sellers’ Representative taken and done pursuant to the authority herein granted, and each Seller hereby confirms all that the (i) Sellers’ Representative shall do or cause to be done by virtue of his or her appointment as Sellers’ Representative of Sellers all such things and (ii) Parent, Xxxxx and the Escrow Agent may rely on such acts, decisions, consents, instructions and agreements of Sellers’ Representative. (c) Each Seller covenants and agrees . The Sellers agree that he or she will not voluntarily revoke the power of attorney conferred in this Section 12.04. If any Seller dies or becomes incapacitated, disabled or incompetent (such deceased, incapacitated, disabled or incompetent Seller being a “Former Seller”) and, as a result, the power of attorney conferred by this Section 12.04 is revoked by operation of law, it shall not be a breach by such Former Seller under this Agreement if the heirs, beneficiaries, estate, administrator, executor, guardian, conservator or other legal representative of such Former Seller (each a “Successor Seller”) confirms the appointment of the Sellers’ Representative as agent and attorneys-in-fact for such Successor Seller. (d) Each of will not be liable to the Sellers hereby consents for act done or omitted under this Agreement or the Escrow Agreement as Sellers’ Representative while acting in good faith, and agrees to all actions or inactions any act taken or omitted to be taken on the advice of counsel will be conclusive evidence of such good faith. Sellers’ Representative, or any successor hereafter appointed, may resign and shall be discharged of his duties hereunder upon the appointment of a successor Sellers’ Representative, as hereinafter provided. In case of such resignation, or in good faith the event of the death or inability to act of the then-acting Sellers’ Representative, a successor shall be named from among Sellers by Sellers holding a majority of the Company Equity immediately prior to Closing. Each such successor Sellers’ Representative under shall have all the power, authority, rights and privileges hereby conferred upon the original Sellers’ Representative, and the term “Sellers’ Representative” as used herein shall be deemed to include such successor Sellers’ Representative. The appointment of Sellers’ Representative shall be deemed coupled with an interest and shall be irrevocable, and Parent, Xxxxx and any other person (including the Escrow Agent) may conclusively and absolutely rely, without inquiry, upon any action of Sellers’ Representative in all matters identified herein. All notices required to be made or delivered by Parent or Xxxxx to Sellers shall be made to Sellers’ Representative for the benefit of Sellers and shall discharge in full all notice requirements of Parent or Xxxxx to Sellers with respect thereto. Parent or Xxxxx may conclusively rely upon, without independent verification or investigation, all decisions made by Sellers’ Representative in connection with this Agreement and hereby agrees the Escrow Agreement, to indemnify and hold harmless the extent Sellers’ Representative’s authority with respect thereto is specifically set forth in this Agreement, as being the decisions of Sellers with respect thereto. The Sellers’ Representative from and against all damages, losses, liabilities, charges, penalties, costs and expenses (including court costs and legal fees and expenses) incurred in any claim, action, dispute or proceeding between any such person or persons and hereby accepts appointment as the Sellers (or any of them) or between any such person or persons and any third party or otherwise incurred or suffered as a result of or arising out of such actions or inactions“Sellers’ Representative” under this Agreement.

Appointment of Sellers’ Representative. (a) By the execution and delivery of this Agreement, each Each Seller hereby irrevocably constitutes and appoints Xxxxx Xxxx X. Xxxxxxxxxxx Xxxxxx as the initial Sellers' Representative and as such Seller's true and lawful agent and attorneysattorney-in-fact (the “and agent and authorizes Sellers’ Representative”) of the Sellers with full authority ' Representative acting for such Seller and power of substitution to act in the such Seller's name, place and stead stead, in any and all capacities to do and perform every act and thing required or permitted to be done in connection with this Agreement (including to calculate and determine all amounts payable to, or by, such Seller), as fully to all intents and purposes as such Seller might or could do in person, including taking any and all action on behalf of such Sellers Seller from time to time as contemplated hereunder. Each Seller grants unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing necessary or desirable to be done in connection with respect to the consummation of this Agreement, the transactions contemplated hereunder. (b) Investorhereby, as fully to all intents and any other purposes as the undersigned might or could do in person, hereby ratifying and confirming all act Sellers' Representative may conclusively and absolutely rely, without inquiry, upon any consent, approval or action of the Sellers’ Representative as the consent, approval or action, as the case may be, of each Seller individually and all Sellers as a group in all matters referred to herein, and each Seller confirms all that the Sellers’ Representative shall lawfully do or cause to be done by virtue hereof. Each Seller acknowledges and agrees that upon execution of his this Agreement, upon any delivery by Sellers' Representative of any waiver, amendment, agreement, certificate or her appointment other document executed by Sellers' Representative, and such Seller shall be bound by such documents or action as fully as if such Seller had executed and delivered such documents. Sellers shall pay all fees, costs and expenses incurred by Sellers' Representative in performing Sellers' Representatives' duties hereunder. Each Seller acknowledges and agrees that except as otherwise provided herein, all payments owed to Sellers pursuant to this Agreement or otherwise shall be paid by Buyer, the Company or their respective designees, as applicable, to Sellers’ ' Representative for subsequent distribution to Sellers. Each Seller further acknowledges that any payment made to Sellers' Representative on behalf of any Seller shall be deemed to have been directly paid to such Seller and agrees that Buyer's and the Company's respective payment obligations hereunder shall be satisfied in full upon receipt by Sellers' Representative of such payment and Sellers and Sellers' Representative hereby waive any and all claims against Buyer or the Company relating to any such payment. (b) Upon the death, disability or incapacity of the initial Sellers' Representative appointed pursuant to this Section 6.11 or any replacement Sellers' Representative, the holders of the majority of the outstanding Shares immediately prior to the Closing and Buyer shall mutually appoint a replacement Sellers' Representative hereunder within thirty (30) days of such death, disability or incapacity and such Person shall thereafter be Sellers' Representative for all purposes until such Person's resignation, death, disability or incapacity. If the holders of the majority of the outstanding Shares immediately prior to the Closing and Buyer shall mutually agree that the removal of a Sellers' Representative is necessary at a given time, such holders of the majority of the outstanding Shares immediately prior to the Closing and Buyer shall mutually appoint a replacement Sellers' Representative. (c) Each Seller covenants and agrees that he Buyer and the Company shall be entitled to rely without qualification, investigation or she will not voluntarily revoke verification on any action taken, or the power failure to take any action, by Sellers' Representative, on behalf of attorney conferred in Sellers pursuant to this Section 12.04. If any 6.11, and that each such action or inaction shall be binding on each Seller dies as fully as if such Seller had taken or becomes incapacitated, disabled or incompetent (failed to take such deceased, incapacitated, disabled or incompetent Seller being a “Former Seller”) and, as a result, the power of attorney conferred by this Section 12.04 is revoked by operation of law, it shall not be a breach by such Former Seller under this Agreement if the heirs, beneficiaries, estate, administrator, executor, guardian, conservator or other legal representative of such Former Seller (each a “Successor Seller”) confirms the appointment of the Sellers’ Representative as agent and attorneys-in-fact for such Successor Selleraction. (d) Each of the Sellers' Representative shall be indemnified, held harmless and reimbursed by Sellers hereby consents severally based on each Seller's Pro Rata Share, and agrees to all actions or inactions taken or omitted to be taken in good faith by the Sellers’ Representative under this Agreement and hereby agrees to indemnify and hold harmless the Sellers’ Representative from and not jointly, against all damagescosts, losses, liabilities, charges, penalties, costs and expenses (including court costs reasonable attorneys' fees), judgments, fines and legal fees and expenses) amounts paid or incurred by Sellers' Representative in connection with any claimAction to which Sellers' Representative is made a party by reason of the fact that it is or was acting as Sellers' Representative pursuant to the terms of this Agreement; provided, actionhowever, dispute that the foregoing indemnification shall not apply in the event of any Action which finally adjudicates the liability of Sellers' Representative hereunder for its bad faith or proceeding between any such person or persons and the Sellers (or any of them) or between any such person or persons and any third party or otherwise incurred or suffered as a result of or arising out of such actions or inactionswillful misconduct.

Appointment of Sellers’ Representative. Each Seller hereby appoints Raymond A. Frick, Jr. or, in the event Raymond A. Frick, Jr. dies, bexxxxx xxxxxxxx xx xx no longer able or xxxxxxx xx xxxxx xx xuch capacity, then John D. DePaul (athe "SELLERS' REPRESENTATIVE") By to act as his, her or xxx xxxxx xxx the execution purposes of: (i) delivering to Buyer his, her or its respective Company Shares; (ii) accepting from Buyer the payment of the immediately available funds portion of the Purchase Price and delivery distributing to each Seller his respective portion of such funds; (iii) receiving any notice required or desired to be given to Sellers by Buyer pursuant to this Agreement; (iv) changing the time, each Seller hereby irrevocably constitutes and appoints Xxxxx X. Xxxxxxxxxxx as the initial true and lawful agent and attorneys-in-fact (the “Sellers’ Representative”) date or place of the Closing; (v) granting any consent or waiver required or desired of Sellers with full authority by Buyer pursuant to this Agreement; (vi) amending this Agreement; (vii) terminating or agreeing to terminate this Agreement; (viii) authorizing the distribution to Buyer of all or any portion of the Escrow Fund; (ix) agreeing to, negotiating, entering into settlements and power compromises of, and agreeing to the payment to Buyer of substitution any amounts in respect of Damages for which Buyer is entitled to act in the namebe indemnified pursuant to SECTION 8 hereof; (x) agreeing, place negotiating, entering into settlements and stead of such Sellers compromises with respect to the consummation calculation of the transactions Estimated Purchase Price at Closing and to any post-Closing adjustment to the Purchase Price, all in accordance with SECTION 2 hereof; and (xi) executing all documents and delivering all documents contemplated hereunder. (b) Investorby this Agreement. Each Seller shall execute and have notarized a Power of Attorney to the Sellers' Representative, which Power shall be irrevocable and any other personcoupled with an interest for his appointment. A decision, may conclusively and absolutely relyact, without inquiry, upon any consent, approval consent or action instruction of the Sellers’ ' Representative as the consent, approval or action, as the case may be, of each Seller individually and authorized hereunder shall constitute a decision for all Sellers as a group in all matters referred to hereinand shall be final, binding and conclusive upon each Seller, and each Seller confirms all that the Sellers’ Representative shall do Buyer 58 may rely upon any such decision, act, consent or cause to be done by virtue of his or her appointment as the Sellers’ Representative. (c) Each Seller covenants and agrees that he or she will not voluntarily revoke the power of attorney conferred in this Section 12.04. If any Seller dies or becomes incapacitated, disabled or incompetent (such deceased, incapacitated, disabled or incompetent Seller being a “Former Seller”) and, as a result, the power of attorney conferred by this Section 12.04 is revoked by operation of law, it shall not be a breach by such Former Seller under this Agreement if the heirs, beneficiaries, estate, administrator, executor, guardian, conservator or other legal representative of such Former Seller (each a “Successor Seller”) confirms the appointment instruction of the Sellers’ ' Representative as agent and attorneys-in-fact being the decision, act, consent or instruction of every such Seller. Buyer is hereby relieved from any liability to any person for any acts undertaken by Buyer in accordance with such Successor Seller. (d) Each of the Sellers hereby consents and agrees to all actions decision, act, consent or inactions taken or omitted to be taken in good faith by instruction from the Sellers’ Representative under this Agreement and hereby agrees to indemnify and hold harmless the Sellers’ Representative from and against all damages, losses, liabilities, charges, penalties, costs and expenses (including court costs and legal fees and expenses) incurred in any claim, action, dispute or proceeding between any such person or persons and the Sellers (or any of them) or between any such person or persons and any third party or otherwise incurred or suffered as a result of or arising out of such actions or inactions' Representative.